Term and Termination; Survival Clause Samples
The "Term and Termination; Survival" clause defines the duration of the agreement and the conditions under which it may be ended by either party. It typically specifies the start and end dates of the contract, outlines the procedures for early termination (such as for breach or convenience), and identifies which obligations or provisions will continue to apply even after the agreement ends. This clause ensures both parties understand when their contractual relationship begins and ends, and clarifies which responsibilities persist post-termination, thereby reducing uncertainty and potential disputes.
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Term and Termination; Survival. (a) This Agreement shall become effective on the Closing Date and shall continue in full force and effect until terminated pursuant to Article 11.1(b).
(b) This Agreement may be terminated:
(i) by written consent of all of the Parties hereto;
(ii) unless otherwise agreed by the Parties: (1) upon liquidation of the Company; (2) in the event that Cartesian is being dissolved, liquidated or subject to bankruptcy or insolvency proceedings by a court of competent jurisdiction, or is entering into procedures to rearrange or readjust debt to avoid bankruptcy; or (3) upon nationalization, seizure or otherwise expropriation of all or substantial portion of any Shares or a substantial portion of the property or other assets of the Company, beyond the control of the Parties; or
(iii) with respect to any Shareholder, automatically upon the date such Shareholder ceases to be a shareholder of the Company by the transfer of all of its Shares in the Company in accordance with the terms of this Agreement.
(c) The provisions of Articles 10.1, 11.1, 11.3, 11.4, 11.10, 11.11 and 11.12 shall survive any termination of this Agreement.
(d) Except in the case of a written agreement of the Parties to terminate this Agreement, the termination of this Agreement shall not release any Party from:
(i) any liability which at the time of termination has already accrued to the other Parties or which thereafter may accrue in respect of any act or omission prior to such termination; or
(ii) any obligation which is specified to remain in effect for any period of time after the Transfer of all Shares by any Party.
Term and Termination; Survival. (a) This Agreement commences upon Customer's agreement to be bound by the terms and conditions of this Agreement (as outlined at the beginning of this Agreement) and continues only for the term of the licenses acquired by Customer, subject to early termination as provided herein.
(b) This Agreement may be terminated by either Party: (i) if the other Party materially breaches this Agreement and fails to cure it within thirty (30) days after written notice of the breach; and (ii) if the other Party ceases to carry on business in the ordinary course, becomes insolvent or the subject of voluntary or involuntary bankruptcy or liquidation proceedings, has a receiver, trustee or similar officer appointed with respect to the whole or substantial part of its assets, or is the subject of any creditor protection or proposal or similar arrangement under applicable law.
(c) This Agreement may be terminated by BlackBerry upon a sale of all or substantially all the assets of Customer, any merger, consolidation or acquisition of Customer with, by or into another corporation, entity or person, or any change in the ownership of more than fifty percent (50%) of the voting shares of Customer in one or more related transactions.
(d) Upon expiry or termination of this Agreement, or the provision of the BlackBerry Solution to Customer, or any portion thereof (provided that, if BlackBerry terminates the provision of a portion of the BlackBerry Solution, the subsections below shall be limited to such portion), for any reason:
(i) all licenses and rights provided to Customer under Section 2 of this Agreement shall immediately terminate and Customer shall not be entitled to any refund;
(ii) Customer and its Authorized Users shall immediately cease all use of and/or access to the BlackBerry Solution and delete and/or destroy all copies of BlackBerry Software that are in the possession or control of Customer and/or its Authorized Users and, on BlackBerry's request, confirm the same in writing signed by an officer of Customer;
(iii) BlackBerry shall have the right to block any use of and/or access to the BlackBerry Solution, and/or delete any files, programs, data and e-mail messages associated with any account of Customer or an Authorized User, without notice to Customer or the Authorized User;
(iv) BlackBerry may retain Content and data of Customer and its Authorized Users for up to ninety (90) days, or for so long as may be required to comply with any law or regulation applicable to...
Term and Termination; Survival. 10.1 This Agreement shall be deemed to come into effect on the Effective Date and shall continue for five years.
10.2 In the event the Funders reduce the funding for the Funded Project or the Project, the Parties will enter into good faith negotiations to determine if the Funded Project can be completed as originally anticipated or its scope must be modified. In the event of insufficient funding and the Parties cannot agree to a modified Scope of Work and Budget reasonably acceptable to the Funders, MPP may suspend this Agreement immediately. In the event of suspension of the Funded Project, Biovac will immediately cease incurring expenses and take every reasonable measure to cancel outstanding expenses. In the event Funders discontinue support of the Funded Project or Project, or if funding is reduced to the extent that MPP, in consultation with Biovac, determines it is not practicable to continue funding the Funded Project, MPP may terminate this Agreement effective immediately upon notice. In such event, to the extent funds are allowable by and available from Funders, MPP shall pay reasonable and allowable costs incurred up to and including the effective date of termination, and for reasonable and allowable non-cancelable obligations made consistent with the Budget prior to Biovac’s receipt of notice of termination.
10.3 Save as otherwise provided in this Agreement, if Biovac breaches any provision of this Agreement and if such breach is material and (i) is incapable of correction; or (ii) is capable of correction but is not corrected within thirty (30) days after Biovac receives written notice with respect to such default, MPP shall have the right to terminate this Agreement with immediate effect by giving written notice to the party in default.
10.4 Termination or expiry of this Agreement shall not affect those provisions of this Agreement which are expressly or by implication intended to survive the termination or expiration of this Agreement, including, but not limited to, Sections 4.6, 7.3, 7.4 and 9. In addition, any other provisions required to interpret and enforce the Parties’ rights and obligations under this Agreement shall also survive, but only to the extent that such survival is required for the full observation and performance of this Agreement by the Parties.
10.5 Termination of this Agreement in accordance with the provisions hereof shall not limit remedies which may be otherwise available in law or equity and shall be without prejudice...
Term and Termination; Survival. 9.1 This Agreement shall be deemed to come into effect on the Effective Date and shall continue for seven years.
9.2 MPP may suspend this Agreement immediately if its funding entities reduce or fail to provide funding for the Project. In the event support of the Project is discontinued or is reduced to the extent that MPP, in its sole discretion, determines it is not practicable to continue the Project, MPP may terminate this Agreement effective immediately upon notice.
9.3 Save as otherwise provided in this Agreement, if Spoke breaches any provision of this Agreement and if such breach is material and (i) is incapable of correction; or (ii) is capable of correction but is not corrected within thirty (30) days after Spoke receives written notice with respect to such default, MPP shall have the right to terminate this Agreement with immediate effect by giving written notice to the party in default.
9.4 Termination or expiry of this Agreement shall not affect those provisions of this Agreement which are expressly or by implication intended to survive the termination or expiration of this Agreement, including but not limited to Sections 4.5, 6.3, 6.4 and 8. In addition, any other provisions required to interpret and enforce the Parties’ rights and obligations under this Agreement shall also survive, but only to the extent that such survival is required for the full observation and performance of this Agreement by the Parties.
9.5 Termination of this Agreement in accordance with the provisions hereof shall not limit remedies which may be otherwise available in law or equity and shall be without prejudice to any rights that any person may have pursuant to this Agreement for antecedent breaches.
Term and Termination; Survival. 9.1 The initial term of the AGREEMENT shall commence on the EFFECTIVE DATE and continue for a period of three (3) years (the “Initial Term”), renewable in two (2) year increments thereafter (each a “Renewal Term” and, together with the Initial Term, the “TERM”). Unless either party gives the other notice of its intention not to renew this AGREEMENT by the date twelve (12) months prior to the expiration of the Initial Term or the then-current Renewal Term, as the case may be, this AGREEMENT shall be deemed to be automatically extended for a Renewal Term.
9.2 Either party shall be entitled to terminate the AGREEMENT at any time after twenty-four (24) months upon not less than twelve (12) months written notice; provided that (i) either party shall be entitled to terminate the AGREEMENT immediately in the event of a material breach by the other party that is not cured within thirty (30) days after written notice of such breach and (ii) TARGACEPT shall be entitled to terminate the AGREEMENT upon written notice in the event SIEGFRIED (A) increases its rates applicable in any Renewal Term (or in any portion of any Renewal Term) [********] and (B) did not notify TARGACEPT of such increased rates at least [********] prior to the date by which TARGACEPT was required pursuant to Section 9.1 to give notice of non-renewal with respect to the Renewal Term in which such increased rates are to take effect. The effective date of any such termination shall be the last day of the TERM.
Term and Termination; Survival a. This Agreement starts on the Effective Date of this Agreement and continues until the DirectTrust Board of Directors, upon sixty (60) days written notice to the Applicant, terminates or adopts an agreement that supersedes this Agreement.
b. The provisions of Sections 1(c), 2, 3(b) and 4 (except for 4(b) and 4(c)) survive termination of this Agreement.
Term and Termination; Survival. This Agreement and the license granted herein remains effective until terminated. Licensee may terminate the Agreement and the license at any time by un-installing or removing all copies of Software. If Licensee fails to comply with any provision of the Agreement NOMITECH shall be entitled to terminate this Agreement upon fourteen (14) days’ prior written notice to the Licensee. Upon termination, Licensee shall take reasonable steps to ensure all copies of Software in its possession or control are
Term and Termination; Survival. 17.1 If duly signed by the Parties hereto this Agreement shall enter into force under the suspensive condition and on the date of the receipt (“Effective Date”) of any and all governmental approvals necessary for the performance of this Agreement and the Know How Transfer Agreement (“Government Approvals”). Either Party shall without undue delay and in writing inform the other Party of the receipt of any such approval issued by the competent authorities in such first Party’s country or for which such first Party has applied for, or, if it turns out that no approval is necessary, on such fact. The Governmental Approvals necessary to be issued by authorities in Germany and the United States of America as a precondition for the effectiveness of this Agreement, are export licenses for the transfer of technology of the relevant export control authorities. Infineon will apply for such export licenses immediately after the Parties have duly signed this Agreement and after receipt of any required so called “End Use Certificates” signed by SMIC or any other document relating to SMIC which is issued by SMIC or to be obtained by SMIC from authorities in SMIC’s country, and will use all commercially reasonable endeavours to obtain such licenses as soon as possible. If the Government Approvals are not obtained prior to January 31, 2003, the Parties shall discuss the postponement of Shipment Qualification of the first Contract Product from June 2003.
17.2 [Replaced in Addendum #5]
17.3 In case the period between the duly signing of this Agreement and the receipt of the necessary Governmental Approvals exceeds six (6) months, this Agreement shall be regarded as null and void, if a Party requests so in writing to the other Party after elapse of said six (6) months period.
17.4 This Agreement may be prematurely terminated by registered letter with immediate effect by a Party having such right as herein below provided, and notwithstanding any other rights such Party may have, upon the occurrence of one of the following events:
17.4.1 by either Party in the event that the other Party voluntarily files a petition in bankruptcy or has such a petition involuntarily filed against it (which petition is not discharged within sixty (60) days after filing), or is placed in an insolvency proceeding, or if an order is entered appointing a receiver or trustee or a levy or attachment is made against a substantial portion of its assets which order shall not be vacated within sixty (60) d...
Term and Termination; Survival. This Agreement will be effective as of the date of your registration for the Free Competitive Upgrade Program relating to the Products until terminated by either party for any reason. Sections 2.2, 4, 5, 6, 7 through 15 shall survive the termination of this Agreement; provided that the license herein to the Proprietary Licensed Software shall simultaneously terminate. Any accrued rights of Ubiquiti to payment and remedies for breach shall remain in effect.
Term and Termination; Survival. The term of this Agreement commences on the Effective Date and will, subject to the provisions hereof, terminate three years from the Effective Date; provided, however, that unless ▇▇▇▇▇ delivers written notice to City on or before 30 calendar days before the expiration of the initial or any renewal term, the term of this Agreement will automatically be extended on a month-to-month basis. The parties may terminate this Agreement at any time for business convenience, for any or no reason, and without penalty, liability, or obligation of any kind by delivering written notice to the other party, except that any Project Plan for a City Event still in effect as of this Agreement’s termination will remain in effect subject to this Agreement’s terms until the termination of the applicable Project Plan or City Event or within 30 days, whichever is sooner. Sections 3 and 5-12 will survive this Agreement’s termination for any reason, along with any other provision that by its nature is intended to survive.