Common use of Topic Description Clause in Contracts

Topic Description. Term The Agreement will remain in effect until terminated as provided in the Agreement (or any applicable Schedule with respect to a Licensed Application). Termination  Either party may terminate the Master Terms or any Schedule(s) at any time, for any reason, upon 90 days’ written notice to the other party.  In addition, Xxxxxx Xxx may terminate the Master Terms or any Schedule(s) or suspend or terminate Licensee’s access to one or more Licensed Application immediately upon written notice to Licensee if:  Licensee has committed a breach of the Master Terms or any Schedule(s),  Licensee attempts to cause or causes a Licensed Application or Xxxxxx Mae system to malfunction or suffer damage,  Licensee enters into any proceeding that relates to insolvency or protection of creditor’s rights,  Licensee’s Mortgage Selling and Servicing Contract with Xxxxxx Xxx is suspended or terminated in whole or in part,  Xxxxxx Mae determines that it no longer has the right to provide a Third Party Application to Licensee, or  in accordance with Section 11.1  At Xxxxxx Mae’s sole discretion, Licensee may be given the opportunity to cure a breach that Xxxxxx Mae determines to be curable. In such case, the cure period will run for 30 days from receipt of the notice of the breach, or such time as Xxxxxx Xxx allows in the notice, provided that Licensee diligently pursues the cure throughout that period. Survival Neither party will have any continuing obligations to the other upon the effective date of termination except that any provisions of the Agreement that contemplate their continuing effectiveness, including “Additional Provisions” and “Unauthorized Representations” in Section 3, Sections 4, 5.2 through 5.11, 7 through 10, “Survival” and “Certain Licensee Termination Obligations” in Section 12, Section 13 and Sections A1 through A10 of Appendix A, survive any termination of the Master Terms or a Schedule. Certain Licensee Termination Obligations Upon termination of the Master Terms or any individual Schedule, Licensee must (a) return or destroy all copies of Confidential Information received in connection with the Master Terms or the terminated Schedule(s), (b) immediately cease accessing and using the applicable Licensed Materials, and (c) destroy all copies of the associated documentation delivered (or made available) by Licensee. Upon request from Xxxxxx Mae, Licensee must have a duly authorized officer of Licensee certify Licensee’s compliance with this section.

Appears in 11 contracts

Samples: Software Subscription Agreement, Software Subscription Agreement, Software Subscription Agreement

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Topic Description. Term The Agreement will remain in effect until terminated as provided in the Agreement (or any applicable Schedule with respect to a Licensed Application). Termination Either party may terminate the Master Terms or any Schedule(s) at any time, for any reason, upon 90 days’ written notice to the other party. In addition, Xxxxxx Xxx may terminate the Master Terms or any Schedule(s) or suspend or terminate Licensee’s access to one or more Licensed Application immediately upon written notice to Licensee if: Licensee has committed a breach of the Master Terms or any Schedule(s), Licensee attempts to cause or causes a Licensed Application or Xxxxxx Mae system to malfunction or suffer damage, Licensee enters into any proceeding that relates to insolvency or protection of creditor’s rights, Licensee’s Mortgage Selling and Servicing Contract with Xxxxxx Xxx is suspended or terminated in whole or in part, Xxxxxx Mae determines that it no longer has the right to provide a Third Party Application to Licensee, or in accordance with Section 11.1 At Xxxxxx Mae’s sole discretion, Licensee may be given the opportunity to cure a breach that Xxxxxx Mae determines to be curable. In such case, the cure period will run for 30 days from receipt of the notice of the breach, or such time as Xxxxxx Xxx allows in the notice, provided that Licensee diligently pursues the cure throughout that period. Survival Neither party will have any continuing obligations to the other upon the effective date of termination except that any provisions of the Agreement that contemplate their continuing effectiveness, including “Additional Provisions” and “Unauthorized Representations” in Section 3, Sections 4, 5.2 through 5.11, 7 through 10, “Survival” and “Certain Licensee Termination Obligations” in Section 12, Section 13 and Sections A1 through A10 of Appendix A, survive any termination of the Master Terms or a Schedule. Certain Licensee Termination Obligations Upon termination of the Master Terms or any individual Schedule, Licensee must (a) return or destroy all copies of Confidential Information received in connection with the Master Terms or the terminated Schedule(s), (b) immediately cease accessing and using the applicable Licensed Materials, and (c) destroy all copies of the associated documentation delivered (or made available) by Licensee. Upon request from Xxxxxx Mae, Licensee must have a duly authorized officer of Licensee certify Licensee’s compliance with this section.

Appears in 8 contracts

Samples: Software Subscription Agreement, Software Subscription Agreement, Software Subscription Agreement

Topic Description. Term The Agreement will remain in effect until terminated as provided in the Agreement (or any applicable Schedule with respect to a Licensed Application). Termination  Either Xxxxxx Mae may terminate these Master Terms or any Schedules at any time and without cause (i) with respect to any approved seller-servicer upon 60 days’ prior written notice and (ii) with respect to a party that is not an approved seller- servicer, immediately upon written notice to the other party.  Any Licensee may terminate the Master Terms or any Schedule(s) Schedules at any time, for any reason, upon 90 30 days’ prior written notice to the other partyXxxxxx Xxx.  In addition, Xxxxxx Xxx Mae may terminate the Master Terms or any Schedule(s) or suspend or terminate Licensee’s access to and use of one or more Licensed Application Applications immediately upon written notice to Licensee if: Licensee has committed a breach of the Master Terms or any Schedule(sSchedules or its Lender Contract (if applicable), Licensee attempts to cause or causes a Licensed Application or Xxxxxx Mae Xxx system to malfunction or suffer damage, Licensee enters into any proceeding that relates to insolvency or protection of creditor’s rights, Licensee’s Mortgage Selling and Servicing Contract with Xxxxxx Xxx Mae is suspended or terminated in whole or in part, Xxxxxx Mae Xxx determines that it no longer has the right to provide a Third Third-Party Application to Licensee, or  in accordance with Section 11.1 11.1, or  in accordance with Section 13 (“Issued Bulletins; Amendments”).  At Xxxxxx Mae’s sole discretion, Licensee may be given the opportunity to cure a breach that Xxxxxx Mae Xxx determines to be curable. In such case, the cure period will run for 30 days from receipt of the notice of the breach, or such time as Xxxxxx Xxx Mae allows in the notice, provided that Licensee diligently pursues the cure throughout that period. Survival Neither party will have any continuing obligations to the other upon the effective date of termination except that any provisions of the Agreement that contemplate their continuing effectiveness, including “Additional Provisions” and “Unauthorized Representations” in Section 3, Sections 4, 5.2 through 5.11, 7 through 10, “Survival” and “Certain Licensee Termination Obligations” in Section 12, Section 13 and Sections A1 through A10 of Appendix A, survive any termination of the Master Terms or a Schedule. Certain Licensee Termination Obligations Upon termination of the Master Terms or any individual Schedule, Licensee must (a) return or destroy all copies of Confidential Information received in connection with the Master Terms or the terminated Schedule(s), (b) immediately cease accessing and using the applicable Licensed Materials, and (c) destroy all copies of the associated documentation delivered (or made available) by Licensee. Upon TERM AND TERMINATION request from Xxxxxx MaeXxx, Licensee must have a duly authorized officer of Licensee certify Licensee’s compliance with this section.

Appears in 6 contracts

Samples: Software Subscription Agreement, Software Subscription Agreement, Software Subscription Agreement

Topic Description. Term The Agreement will remain in effect until terminated as provided in the Agreement (or any applicable Schedule with respect to a Licensed Application). Termination  Either Xxxxxx Mae may terminate these Master Terms or any Schedules at any time and without cause (i) with respect to any approved seller‐servicer upon 60 days’ prior written notice and (ii) with respect to a party that is not an approved seller‐ servicer, immediately upon written notice to the other party.  Any Licensee may terminate the Master Terms or any Schedule(s) Schedules at any time, for any reason, upon 90 30 days’ prior written notice to the other partyXxxxxx Xxx.  In addition, Xxxxxx Xxx Mae may terminate the Master Terms or any Schedule(s) or suspend or terminate Licensee’s access to and use of one or more Licensed Application Applications immediately upon written notice to Licensee if: Licensee has committed a breach of the Master Terms or any Schedule(sSchedules or its Lender Contract (if applicable), Licensee attempts to cause or causes a Licensed Application or Xxxxxx Mae Xxx system to malfunction or suffer damage, Licensee enters into any proceeding that relates to insolvency or protection of creditor’s rights, Licensee’s Mortgage Selling and Servicing Contract with Xxxxxx Xxx Mae is suspended or terminated in whole or in part, Xxxxxx Mae Xxx determines that it no longer has the right to provide a Third Party Third‐Party Application to Licensee, or  in accordance with Section 11.1 11.1, or  in accordance with Section 13 (“Issued Bulletins; Amendments”).  At Xxxxxx Mae’s sole discretion, Licensee may be given the opportunity to cure a breach that Xxxxxx Mae Xxx determines to be curable. In such case, the cure period will run for 30 days from receipt of the notice of the breach, or such time as Xxxxxx Xxx Mae allows in the notice, provided that Licensee diligently pursues the cure throughout that period. Survival Neither party will have any continuing obligations to the other upon the effective date of termination except that any provisions of the Agreement that contemplate their continuing effectiveness, including “Additional Provisions” and “Unauthorized Representations” in Section 3, Sections 4, 5.2 through 5.11, 7 through 10, “Survival” and “Certain Licensee Termination Obligations” in Section 12, Section 13 and Sections A1 through A10 of Appendix A, survive any termination of the Master Terms or a Schedule. Certain Licensee Termination Obligations Upon termination of the Master Terms or any individual Schedule, Licensee must (a) return or destroy all copies of Confidential Information received in connection with the Master Terms or the terminated Schedule(s), (b) immediately cease accessing and using the applicable Licensed Materials, and (c) destroy all copies of the associated documentation delivered (or made available) by Licensee. Upon TERM AND TERMINATION request from Xxxxxx MaeXxx, Licensee must have a duly authorized officer of Licensee certify Licensee’s compliance with this section.

Appears in 6 contracts

Samples: Software Subscription Agreement, Software Subscription Agreement, Software Subscription Agreement

Topic Description. Term The Agreement will remain in effect until terminated as provided in the Agreement (or any applicable Schedule with respect to a Licensed Application). Termination  Either Xxxxxx Xxx may terminate these Master Terms or any Schedules at any time and without cause (i) with respect to any approved seller-servicer upon 60 days’ prior written notice and (ii) with respect to a party that is not an approved seller- servicer, immediately upon written notice to the other party.  Any Licensee may terminate the Master Terms or any Schedule(s) Schedules at any time, for any reason, upon 90 30 days’ prior written notice to the other partyXxxxxx Xxx.  In addition, Xxxxxx Xxx may terminate the Master Terms or any Schedule(s) or suspend or terminate Licensee’s access to and use of one or more Licensed Application Applications immediately upon written notice to Licensee if: Licensee has committed a breach of the Master Terms or any Schedule(sSchedules or its Lender Contract (if applicable), Licensee attempts to cause or causes a Licensed Application or Xxxxxx Mae system to malfunction or suffer damage, Licensee enters into any proceeding that relates to insolvency or protection of creditor’s rights, Licensee’s Mortgage Selling and Servicing Contract with Xxxxxx Xxx is suspended or terminated in whole or in part, Xxxxxx Mae Xxx determines that it no longer has the right to provide a Third Third-Party Application to Licensee, or  in accordance with Section 11.1 11.1, or  in accordance with Section 13 (“Issued Bulletins; Amendments”).  At Xxxxxx Fannie Mae’s sole discretion, Licensee may be given the opportunity to cure a breach that Xxxxxx Mae Xxx determines to be curable. In such case, the cure period will run for 30 days from receipt of the notice of the breach, or such time as Xxxxxx Xxx allows in the notice, provided that Licensee diligently pursues the cure throughout that period. Survival Neither party will have any continuing obligations to the other upon the effective date of termination except that any provisions of the Agreement that contemplate their continuing effectiveness, including “Additional Provisions” and “Unauthorized Representations” in Section 3, Sections 4, 5.2 through 5.11, 7 through 10, “Survival” and “Certain Licensee Termination Obligations” in Section 12, Section 13 and Sections A1 through A10 of Appendix A, survive any termination of the Master Terms or a Schedule. Certain Licensee Termination Obligations Upon termination of the Master Terms or any individual Schedule, Licensee must (a) return or destroy all copies of Confidential Information received in connection with the Master Terms or the terminated Schedule(s), (b) immediately cease accessing and using the applicable Licensed Materials, and (c) destroy all copies of the associated documentation delivered (or made available) by Licensee. Upon TERM AND TERMINATION request from Xxxxxx MaeXxx, Licensee must have a duly authorized officer of Licensee certify Licensee’s compliance with this section.

Appears in 2 contracts

Samples: Software Subscription Agreement, Software Subscription Agreement

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Topic Description. Term The Agreement will remain in effect until terminated as provided in the Agreement (or any applicable Schedule with respect to a Licensed Application). Termination  Either Xxxxxx Xxx may terminate these Master Terms or any Schedules at any time and without cause (i) with respect to any approved seller-servicer upon 60 days’ prior written notice and (ii) with respect to a party that is not an approved seller- servicer, immediately upon written notice to the other party.  Any Licensee may terminate the Master Terms or any Schedule(s) Schedules at any time, for any reason, upon 90 30 days’ prior written notice to the other partyXxxxxx Xxx.  In addition, Xxxxxx Xxx may terminate the Master Terms or any Schedule(s) or suspend or terminate Licensee’s access to and use of one or more Licensed Application Applications immediately upon written notice to Licensee if: Licensee has committed a breach of the Master Terms or any Schedule(sSchedules or its Lender Contract (if applicable), Licensee attempts to cause or causes a Licensed Application or Xxxxxx Mae Xxx system to malfunction or suffer damage, Licensee enters into any proceeding that relates to insolvency or protection of creditor’s rights, Licensee’s Mortgage Selling and Servicing Contract with Xxxxxx Xxx is suspended or terminated in whole or in part, Xxxxxx Mae Xxx determines that it no longer has the right to provide a Third Third-Party Application to Licensee, or  in accordance with Section 11.1 11.1, or  in accordance with Section 13 (“Issued Bulletins; Amendments”).  At Xxxxxx Fannie Mae’s sole discretion, Licensee may be given the opportunity to cure a breach that Xxxxxx Mae Xxx determines to be curable. In such case, the cure period will run for 30 days from receipt of the notice of the breach, or such time as Xxxxxx Xxx allows in the notice, provided that Licensee diligently pursues the cure throughout that period. Survival Neither party will have any continuing obligations to the other upon the effective date of termination except that any provisions of the Agreement that contemplate their continuing effectiveness, including “Additional Provisions” and “Unauthorized Representations” in Section 3, Sections 4, 5.2 through 5.11, 7 through 10, “Survival” and “Certain Licensee Termination Obligations” in Section 12, Section 13 and Sections A1 through A10 of Appendix A, survive any termination of the Master Terms or a Schedule. Certain Licensee Termination Obligations Upon termination of the Master Terms or any individual Schedule, Licensee must (a) return or destroy all copies of Confidential Information received in connection with the Master Terms or the terminated Schedule(s), (b) immediately cease accessing and using the applicable Licensed Materials, and (c) destroy all copies of the associated documentation delivered (or made available) by Licensee. Upon TERM AND TERMINATION request from Xxxxxx MaeXxx, Licensee must have a duly authorized officer of Licensee certify Licensee’s compliance with this section.

Appears in 1 contract

Samples: Software Subscription Agreement

Topic Description. Term The Agreement will remain in effect until terminated as provided in the Agreement (or any applicable Schedule with respect to a Licensed Application). Termination Either party may terminate the Master Terms or any Schedule(s) at any time, for any reason, upon 90 days’ written notice to the other party. In addition, Xxxxxx Xxx may terminate the Master Terms or any Schedule(s) or suspend or terminate Licensee’s access to one or more Licensed Application immediately upon written notice to Licensee if:  (a) if Licensee has committed a breach of the Master Terms or any Schedule(s)) and has not cured the breach within 30 days after receiving written notice of the breach from Xxxxxx Mae, (b) if Licensee attempts to cause or causes a Licensed Application or Xxxxxx Mae Xxx system to malfunction or suffer damage, (c) if Licensee enters into any proceeding that relates to insolvency or protection of creditor’s rights, (d) if Licensee’s Mortgage Selling and Servicing Contract with Xxxxxx Xxx Mae is suspended or terminated in whole or in part,  part (e) if Xxxxxx Mae Xxx determines that it no longer has the right to provide a Third Party Application to Licensee, or (f) in accordance with Section 11.1  At Xxxxxx Mae’s sole discretion, Licensee may be given the opportunity to cure a breach that Xxxxxx Mae determines to be curable. In such case, the cure period will run for 30 days from receipt of the notice of the breach, or such time as Xxxxxx Xxx allows in the notice, provided that Licensee diligently pursues the cure throughout that period11.1. Survival Neither party will have any continuing obligations to the other upon the effective date of termination except that any provisions of the Agreement that contemplate their continuing effectiveness, including “Additional Provisions” and “Unauthorized Representations” in Section Sections 3, Sections 4, 5.2 through 5.11, 7 through 10, “Survival” and “Certain Licensee Termination Obligations” in Section 12, Section 13 and Sections A1 through A10 of Appendix A, survive any termination of the Master Terms or a Schedule. Certain Licensee Termination Obligations Upon termination of the Master Terms or any individual Schedule, Licensee must (a) return or destroy all copies of Confidential Proprietary Information received in connection with the Master Terms or the terminated Schedule(s), (b) immediately cease accessing and using the applicable Licensed Materials, and (c) destroy all copies of the associated documentation delivered (or made available) by Licensee. Upon request from Xxxxxx Mae, Licensee must have a duly authorized officer of Licensee certify Licensee’s compliance with this section.

Appears in 1 contract

Samples: Software Subscription Agreement

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