Term and Termination and Effects of Termination Sample Clauses

The 'Term and Termination and Effects of Termination' clause defines the duration of the agreement, the conditions under which it can be ended by either party, and the consequences that follow termination. Typically, this clause specifies the start and end dates of the contract, outlines the procedures for early termination (such as notice requirements or breach of contract), and details what happens to obligations, payments, or confidential information once the agreement ends. Its core function is to provide clear guidelines for ending the contractual relationship and to manage the transition or resolution of outstanding matters, thereby reducing uncertainty and potential disputes.
Term and Termination and Effects of Termination. (a) Except as otherwise provided herein or unless otherwise agreed in writing by the parties hereto, the Service Provider’s obligation to provide or procure, and the Service Recipient’s obligation to purchase, a Service shall cease in accordance with the date set forth on Schedule I (unless earlier terminated hereunder) but, in any event, not later than the end of the Term. (b) In the event that a party hereto commits a material breach of any of the terms or conditions of this Agreement, the other party may terminate this Agreement unless such breach is cured not later than thirty (30) days after receipt by the breaching party of written notice of such breach. (c) Subject to the restrictions set forth herein, if the Service Recipient should wish to terminate a Service in accordance with the terms and conditions of this Agreement, the Service Recipient shall provide written notice to the Service Provider not later than thirty (30) days prior to the requested termination date for such Service. All actual out-of-pocket costs, if any, imposed on the Service Provider resulting from the Service Provider’s termination of any agreement with a Third Party subcontractor that is no longer required by the Service Provider as a result of any such termination shall be borne by the Service Recipient. In the event that termination of a Service may affect the Service Provider’s ability to continue to provide any non-terminated Service, upon the Service Recipient’s request, such Service shall not be terminated and the parties hereto shall discuss a reasonable alternative. Notwithstanding the foregoing provisions, the parties hereto acknowledge and agree that, in certain instances, completion of the separation of the Company data from the systems of Sellers and their Affiliates and the transfer of such data to the Company may require time periods longer than the thirty (30) day period specified in this Section 7(c). In any such event, the parties agree to negotiate in good faith a longer period of time for any and all such transfers following the termination notice. (d) Not later than thirty (30) days following the date it receives a final invoice from Service Provider following termination or expiration of this Agreement, the Service Recipient shall pay to the Service Provider all remaining monies due to the Service Provider hereunder in respect of Services provided prior to such termination or expiration except for any amounts then the subject of a good faith dispute.
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Term and Termination and Effects of Termination. Except as otherwise agreed in writing by the parties, the Sellers’ obligation to provide or procure the Services shall cease on the date that is six (6) months from the Closing Date (as may be extended herein, the “Term”); provided, that HSPC shall have the right, but not the obligation, in its sole discretion, to extend the term for an additional three (3) month period if HSPC has been unable to fully transition the use of the Seller Information to applicable information of HSPC or its Affiliates prior to the original expiration date of the Term; and, provided, further, that HSPC shall have the right, but not the obligation, in its sole discretion, to terminate the Term prior to its expiration date at any time upon at least ten (10) days’ written notice provided to the Sellers. Sections 1(b), 2(a), 4 through 6 shall survive termination of the Term.
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Term and Termination and Effects of Termination. This Agreement shall become effective on the Commencement Date and, except as otherwise specifically provided in attached Schedule A, shall terminate on the date that is fifteen (15) months from the date hereof, but may be terminated earlier (such time period is hereinafter referred to as the “Term”): (a) Upon the mutual written agreement of the parties; and (b) By either party by written notice to the other party if the other party commits a material breach of any of the terms or conditions of this Agreement and, if such breach may be cured, the breaching party fails to remedy the breach within thirty (30) days of receiving such notice. (c) By Service Receiver, with respect to this entire Agreement or with respect to one or more of the Services provided by Service Provider under this Agreement, at any time upon ten (10) days written notice to the Service Provider. Upon termination or expiration of the Term, the Service Receiver shall pay to the Service Provider all monies due to the Service Provider in respect of Services provided prior to such termination or expiration, together with the balance of all costs payable by the Service Receiver to the Service Provider.
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Term and Termination and Effects of Termination. 9.1. This Agreement shall become effective on the Closing Date and continue in effect until the termination or expiration of all of the Term. 9.2. Either Party may terminate this Agreement: (a) if the other Party is in breach of any material obligation of this Agreement which is not cured (or at least commenced to be cured, if so allowed by the non-breaching Party) within thirty (30) days after delivery of a written notice of such breach by the non-defaulting Party;
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Term and Termination and Effects of Termination. (a) The term of this Agreement shall begin on the Effective Date and continue until the earlier of (i) termination or expiration of all of the respective Terms or (ii) termination in accordance with Section 8(c), 8(d) or 8(e). (b) Except as otherwise provided herein or unless otherwise agreed in writing by the parties, the Service Provider’s obligation to provide or procure, and the Service Receiver’s obligation to purchase, a Service shall cease as of the end of the applicable Term. (c) Service Receiver may terminate this Agreement or any Schedule for convenience upon forty-five (45) days prior written notice to Service Provider; provided that Service Receiver shall pay any third party costs which Service Provider incurs as a result of terminating any contractual relationships with the third party providers. (d) If the Service Receiver should, at any time during the respective Terms, cease to require the Service Provider to provide any of the Services set forth in the Schedules (the “Designated Services”), Service Receiver shall have the right to terminate the Services in accordance with Section 8(c) and the following restrictions: (i) Schedule III (1) & (2) — provides basic site connectivity plus other basic services which are interrelated and cannot be terminated until all services requiring network access have been terminated. Services in Schedules I, II, IV and V require network access. (ii) Schedules I, II and IV must be terminated simultaneously. However, the Credit function on Schedule II may be moved to the Service Receiver but will still require the SAP services from Schedule I. (iii) Schedule III (3) thru (6) — no restrictions. (iv) Schedule V — no restrictions. (v) Other Schedules — no restrictions. (e) In the event that a party commits a breach of any of the material terms or conditions of this Agreement, the other party may terminate this Agreement (i) if such breach may be cured, upon written notice if the breaching party fails to cure such breach within thirty
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Term and Termination and Effects of Termination. (a) Except as otherwise provided herein or unless otherwise agreed in writing by the parties, the Service Provider’s obligation to provide or procure, and the Service Receiver’s obligation to purchase, a Service shall cease as of the end of the applicable Term (and any permitted extension) as set forth in Schedule I attached hereto or upon such earlier termination as provided in Section 4. (b) Either party may terminate this Agreement by written notice to the other party if the other party commits a material breach of any of the terms or conditions of this Agreement and, if such breach is capable of cure, fails to remedy the breach within 30 days of reasonable specific written notice of breach being given to the other party. (c) Upon termination or expiration of this Agreement, the Service Receiver shall pay to the Service Provider all monies due to the Service Provider in respect of Services provided prior to such termination or expiration.
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Term and Termination and Effects of Termination 
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Related to Term and Termination and Effects of Termination

  • Termination and Effect of Termination This Agreement shall terminate upon the date on which no Holder holds any Registrable Securities, except for the provisions of Sections 3.9 and 3.10, which shall survive any such termination. No termination under this Agreement shall relieve any Person of liability for breach or Registration Expenses incurred prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 3.9 hereof shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

  • Term and Termination of Agreement This Agreement shall terminate upon the earlier of termination of the Advisory Agreement or on expiration of the Expense Limit Period. The obligation of the Adviser under Section 1 of this Agreement and of the Trust under Section 2 of this Agreement shall survive the termination of the Agreement solely as to expenses and obligations incurred prior to the date of such termination.

  • Duration and Termination of Agreement This Agreement shall become effective with respect to each Portfolio on the later of (i) its execution and (ii) the date of the meeting of the Board of Trustees of the Trust, at which meeting this Agreement is approved as described below. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Trust or by a majority of the outstanding voting securities of each of the Portfolios, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Trust who are not interested persons (as defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement or (b) all the portfolios of the Trust. If any required shareholder approval of this Agreement or any continuance of the Agreement is not obtained, the Subadviser will continue to act as investment subadviser with respect to such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Subadviser or a different adviser or subadviser or other definitive action; provided, that the compensation received by the Subadviser in respect of such Portfolio during such period is in compliance with Rule 15a-4 under the Investment Company Act. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Trust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of such Portfolio, on sixty days' written notice to the Adviser and the Subadviser, or by the Adviser or Subadviser on sixty days' written notice to the Trust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in the Investment Company Act) or in the event the Advisory Agreement between the Adviser and the Trust terminates for any reason.

  • Term and Termination The term of this Agreement shall commence as of the Effective Date and shall stay in effect until the last to expire issued Valid Claim covering Licensed Products included in the Patent Rights, unless otherwise terminated earlier as provided below in this Article 4 (collectively, the “Term”). a. If LIMR believes in good faith that NewLink has materially breached its obligations under Section 9(a), then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce NewLink’s exclusive License to a nonexclusive license or revoke the License in its entirety (by terminating the Agreement), provided that prior to taking this action: (1) LIMR shall provide NewLink written notice of the perceived breach, describing in detail the basis for LIMR’s belief that such perceived breach has occurred, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure; and (2) NewLink shall have ninety (90) days to establish that it has met or will, within such ninety (90) day period, meet the applicable obligations; if the parties are still in dispute as to whether NewLink has met such obligations or cured such breach within ninety (90) days after receipt of notice from LIMR, the dispute will be submitted to binding arbitration in accordance with Section 23(b) of this Agreement, and if such arbitration determines that NewLink materially breached its obligations under Section 9(a) and did not cure such breach, then LIMR shall have the option to terminate this Agreement or to convert the License granted to NewLink in Section 2(a) to a non-exclusive license, in each case, upon prior written notice to NewLink. b. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if: (1) NewLink ceases to function as a going concern; (2) a bankruptcy petition or action is filed or taken by or against NewLink under any United States bankruptcy law; (3) a receiver, assignee or other liquidating officer is appointed with control for all or substantially all of the assets of NewLink; or (4) NewLink makes an assignment for the benefit of creditors of all or substantially all its assets; provided, that, in the case of subclauses (b)(2), (3) or (4) above, such aforementioned circumstance is not remedied, dismissed or stayed within the earlier of sixty (60) days of (x) occurrence of (b)(2), (3) or (4) or (y) LIMR’s notice of its intent to terminate this Agreement; Notwithstanding anything in Sections 4(a) or (b) or 23 to the contrary, at any time that LIMR or NewLink believes that the other party has defaulted under this Agreement and that such default will irreparably harm such party, in addition to its rights under this Agreement and at law, such party shall have the right to seek all applicable equitable remedies. c. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on ninety (90) days written notice, unless NewLink shall make all such payments to LIMR within said ninety (90) day period, and provided that the payments demanded by LIMR are not disputed by NewLink. In the event of a dispute of such payments by NewLink, the parties shall use good faith efforts to resolve the dispute, which if not resolved by the end of four (4) months either party may submit the dispute to binding arbitration pursuant to Section 23(b). Any disputed payments submitted to arbitration hereunder be paid into escrow the arbitrator or other independent escrow agent acceptable to both parties in their reasonable discretion unless and until determined due by the arbitrator under Section 23(b), provided, however that if the arbitrator determines that amounts are payable by NewLink to LIMR, then such outstanding amounts will bear interest back to the date that they originally accrued at the default rate of Prime plus 4%. Prime shall be the prime rate published by the Wall Street Journal or if the Wall Street Journal publishes more than one prime rate, then the average of the prime rates published by the Wall Street Journal, and if the Wall Street Journal does not publish a prime rate, then the prime rate of the largest bank in Philadelphia, Pennsylvania. d. NewLink shall have the right to terminate this Agreement at any time on ninety (90) days prior written notice to LIMR, provided that NewLink shall remain obligated to complete payment of all amounts that have accrued and are owed to LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, the license granted hereunder shall be deemed terminated, and all rights with respect to the subject matter thereof revert to LIMR and all further obligations of NewLink to LIMR (except for obligations accrued prior to such termination) shall automatically be terminated. e. Upon expiration or termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that has accrued prior to the effective date of such termination. NewLink and any Sublicensee thereof may, however, after the effective date of such termination, sell all then existing Licensed Products, and complete Licensed Products in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 11 hereof. f. Sections 4(e), 4(f), 7(b) (but solely with respect to sales made pursuant to Section 4(e)), 11, 12, 13 (solely for the period specified therein), 14, 18, 19, 20, 21 and 23 shall survive termination or expiration of this Agreement.

  • Effects of Termination In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.