Term and Termination. 7.1. Subject to the termination rights set out below, the initial term of this Agreement shall begin on the Effective Date and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”. 7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date. 7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"): 7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied; 7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or 7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world. 7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre. 7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 4 contracts
Sources: Platform Services Agreement, Platform Services Agreement, Platform Services Agreement
Term and Termination. 7.1. Subject to the termination rights set out below, the initial The term of this Agreement shall begin on be for five (5) years (the Effective Date “Initial Term”) and, subject to any termination rights, shall extend until provided that at the expiry end of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for subsequent one successive terms of five (15) year terms years (each a "“Renewal Term"), Terms”) unless either Party gives written notice of its intent terminated by Licensee in writing not to renew no less than sixty thirty (6030) days prior to the end expiration of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as (the “Term”.
7.2). Either Party may terminate this Agreement by giving no less than 2 months’ shall have the right on prior written notice to the other Party, such notice Party to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement if:
(without prejudice i) the other Party fails to its other rights and remedies) with immediate effect by written notice pay an amount to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, when due hereunder and such breach is not cured within thirty (30) days after written notice of such breach is given to it by the other Party;
(ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days);
(iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or
(iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice from of such failure has been given by the non-defaulting party specifying Party; or (ii) in the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose case of a bona fide amalgamation or reconstruction)non-remediable default, bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellationimmediately upon notice. Upon the expiration termination or termination expiry of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links pursuant to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.its terms:
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and destroy all copies of the Nuggets Container Documentation) then in its possession or control, if any, and con- trol; (shall deliver a certificate of an officer of Licensee certifying the completeness of same;
b) return (or at Nuggets’ written instruction, destroy) all Nuggets Licensee shall refrain from further use of such Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (and
c) remove the links Licensee shall forthwith pay all sums owing to the Nuggets Services from the Customer WebsitesLicensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, App, Contact Centrein equity or otherwise.
Appears in 4 contracts
Sources: License Agreement (Bio-Carbon Systems International Inc.), License Agreement (Bio-Carbon Systems International Inc.), License Agreement (Bio-Carbon Systems International Inc.)
Term and Termination. 7.1. Subject to 16.1 This agreement shall, unless otherwise terminated as provided in this clause 16, commence on the termination rights set out below, date stated on the Order Form and shall continue for the initial term of this Agreement shall begin on the Effective Date and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafterthereafter, this Agreement agreement shall be automatically renew renewed for subsequent one (1) year terms successive periods of 12 months (each a "Renewal Term"Period), unless unless:
(a) either Party gives written notice party notifies the other party of its intent not to renew no less than sixty (60) termination, in writing, at least 90 days prior to before the end of the Initial Subscription Term or any subsequent Renewal Term. The Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term and any subsequent or Renewal Terms shall be referred to as Period; or
(b) otherwise terminated in accordance with the “Term”provisions of this agreement.
7.2. Either Party 16.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement agreement with immediate effect by giving no less than 2 months’ prior written notice to the other Party, such notice party if:
(a) the other party fails to expire pay any amount due under this agreement on the first anniversary of the Effective Date.due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
7.3. Either Party ("non-defaulting party"b) may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of any other term of this Agreement and, agreement and (if the breach is capable of remedy, such breach is not cured remediable) fails to remedy that breach within thirty (30) a period of 60 days of a written notice from the non-defaulting party specifying the breach and requiring it after being notified in writing to be remedieddo so;
7.3.2. (c) any event occurs, or proceeding is taken, with respect to the defaulting other party becomes insolvent in any jurisdiction to which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or insolvent;
(including being unable d) the other party suspends or ceases, or threatens to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities)suspend or cease, proposes an individual, company carrying on all or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any substantial part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for business;
(e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its winding up (except for ability to give effect to the purpose terms of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratoriumthis agreement is in jeopardy; or
7.3.3. the defaulting party suffers or (f) there occurs in relation to that party, any event which is analogous to any a change of control of the events referred to in clause 7.3.2 in any part other party (within the meaning of section 1124 of the worldCorporation Tax Act 2010).
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or 16.3 On termination of this Agreement, except as expressly set out herein, agreement for any reason:
(a) all licences granted under this Agreement agreement shall terminate immediately terminate;
(b) each party shall return and Customer shall remove the Nuggets Marks make no further use of any equipment, property, Documentation and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination other items (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of them) belonging to the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and other party;
(c) remove the links Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the Nuggets Services from date of termination, including the Customer Websites, App, Contact Centreright to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
Appears in 4 contracts
Sources: Terms and Conditions, Software as a Service Agreement, Software as a Service Agreement
Term and Termination. 7.1. 11.1 Subject always to the termination rights set out below, the initial term of either party’s right to terminate pursuant to this clause 11: (a) this Agreement shall begin commence on the Effective Date and, subject to any termination rights, and shall extend until continue for the expiry of three Initial Subscription Term; and (3b) years from after the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Subscription Term"). Thereafter, this Agreement shall automatically renew for subsequent one successive periods of twelve (112) year terms months (each a "“Renewal Term"”), unless either Party party gives written notice of its intent to the other to terminate this Agreement not to renew no less than sixty (60) days prior to before the end of the Initial Subscription Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to (as the “Term”case may be), in which case this Agreement shall terminate at the end of the Initial Subscription Term or Renewal Term (as applicable).
7.2. Either Party 11.2 Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement by without liability to the other immediately on giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party if: ("non-defaulting party"a) may terminate this Agreement (without prejudice to its other rights and remediesi) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a is in material breach of this Agreement and, if where the breach is incapable of remedy; or (ii) the other party is in material breach of this Agreement where the breach is capable of remedy, such remedy and the breaching party fails to remedy that breach is not cured within thirty (30) days of a after receiving written notice from of such breach; (b) the non-defaulting other party specifying enters into an arrangement for an assignment for the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value benefit of its assets creditors, goes into administration, receivership or administrative receivership, is less than declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (c) any event analogous to those described in clause 11.2(b) above happens to the amount other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets.
11.3 On termination of its liabilities taking into account its contingent this Agreement for any reason: (a) all licences and prospective liabilitiesother rights granted by Qubit under this Agreement shall immediately terminate; (b) Customer shall immediately pay to Qubit all outstanding unpaid invoices and interest and, in respect of Products rendered but for which no invoice has been submitted, Qubit will submit an invoice, which will be payable by Customer immediately on receipt; (c) each party shall (and Customer shall procure that any applicable Authorised User shall), proposes an individualreturn or destroy as promptly directed by the other party and make no further use of any equipment, company or partnership voluntary arrangementproperty, whether with all of its creditors or any class of themConfidential Information, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution Products (including the appointment Script) and other items (and all copies of provisional liq- uidators/interim receivers them) belonging to the other party; (d) Qubit will have no further obligation to store and/or make available Customer Data and may delete the same at any time from and including the date thirty (30) days after the termination or special managers)expiry of this Agreement, without further notice to Customer; if it ceases or threatens to cease to carry on business or if it claims and (e) the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any accrued rights of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expirationparties as at termination, termination or cancellation of this Agreement (includingand clauses 1, without limitation3.2, claus- es 43.4, 53.5, this clause 7.45.2 and 6 through 12, 8, 9 and 10) shall will survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 3 contracts
Sources: Master Service Agreement, Master Service Agreement, Master Service Agreement
Term and Termination. 7.1. Subject to the termination rights set out below, the initial term of this 11.1 The Agreement shall begin commence on the Effective Date andand shall continue until terminated in accordance with the provisions of the Agreement.
11.2 Either Party can terminate the Agreement, subject in whole or (if relating to any termination rightsa divisible part of the Solution or other Services) in part, shall extend until by the expiry provision of three (3) years from the Provisioning Configuration Date relating month’s written notice prior to the Customer Websitesexpiry of the then-current and relevant Subscription Term, Appsuch termination taking effect at the expiry of the then-current and relevant Subscription Term. If there is more than one Order Form or SOW in force at the relevant time, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this termination of one Order Form or SOW shall not act to terminate the whole Agreement shall automatically renew for subsequent one (1or any other Order Form(s) year terms (each a "Renewal Term"and/or SOW(s), unless either such other Order Form(s) and/or SOW(s) are dependent on the Services being provided under the Order Form or SOW that is the original subject of termination.
11.3 Either Party gives can terminate the Agreement immediately with written notice if: (a) the other Party commits a material breach and, if remediable, fails to remedy it within 30 days of receiving written notice; (b) the other Party cannot pay its intent debts or acknowledges it cannot pay them or is otherwise deemed insolvent; (c) the other Party starts negotiations with creditors to renew no less than sixty reschedule debts, except for a solvent restructuring; (60d) days prior the other Party seeks or receives debt moratorium or becomes subject to insolvency proceedings; (e) legal action is taken for the end winding up or dissolution of the Initial Term other Party, except for solvent restructuring; (f) an administrator or receiver is appointed over the other Party's assets; (g) any subsequent Renewal Term. The Initial Term and similar event or proceedings occur affecting the other Party in any subsequent Renewal Terms shall be referred to as the “Term”jurisdiction.
7.2. Either 11.4 On termination of the Agreement for any reason: (a) all rights and licences granted under the Agreement shall immediately terminate; (b) each Party may terminate this Agreement by giving shall return and make no less than 2 months’ prior written notice further use of any equipment, property and other items (and all copies of them) belonging to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 3 contracts
Sources: General Terms and Conditions, General Terms and Conditions, General Terms and Conditions
Term and Termination. 7.1. Subject (a) This Agreement shall commence immediately upon the Distribution Date and shall terminate upon the earlier to occur of: (i) the termination rights set out belowlast date on which SpinCo is obligated to provide any Service to a Recipient (including for the purposes of this sub-section, the initial term services described in Section 2.06) in accordance with the terms hereof; and (ii) the mutual written agreement of the Parties to terminate this Agreement shall begin on the Effective Date and, subject in its entirety.
(b) Without prejudice to any termination rightsRecipient’s rights with respect to a Force Majeure Event, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”.
7.2. Either Party RemainCo may terminate this Agreement with respect to any Service, in whole (by giving Service line item) but not in part: (i) for any reason or no less than 2 monthsreason upon providing at least thirty (30) days’ prior written notice to SpinCo of such termination (or such greater or smaller number of days as is provided in the other PartySchedules) (it being understood that an early termination may result in Termination Charges being payable by RemainCo under this Agreement), or (ii) if SpinCo has failed to perform any of its material obligations under this Agreement with respect to such Service, and such failure shall continue to exist fifteen (15) days after receipt by SpinCo of written notice to expire on the first anniversary of the Effective Datesuch failure from RemainCo.
7.3. Either Party ("non-defaulting party"c) SpinCo may terminate this Agreement with respect to one or more Services, in whole (without prejudice by Service line item) but not in part, at any time if a Recipient has failed to perform any of its other rights material obligations under this Agreement relating to such Service, and remediessuch failure shall continue to exist for a period of thirty (30) days after receipt by RemainCo of a written notice of such failure from SpinCo.
(d) Both Parties may terminate this Agreement with immediate effect by respect to one or more Services (i) immediately upon mutual written agreement or (ii) immediately upon written notice to the other Party in the event that such other Party: ("defaulting party"):1) commences, or has commenced against it, proceedings under bankruptcy, insolvency or debtor’s relief Laws or similar Laws in any other jurisdiction; (2) makes a general assignment for the benefit of its creditors; or (3) ceases operations or is liquidated or dissolved.
7.3.1. if the defaulting party commits a material breach (e) Upon termination of this Agreement andwith respect to one or more Services, if the breach relevant Schedule shall be updated to reflect any terminated Service. In the event that the effective date of the termination of any Service is capable of remedy, such breach is not cured within thirty (30) days a day other than the last day of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities)Service Period, proposes an individual, company or partnership voluntary arrangement, whether any periodic Service Charge associated with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration such Service shall be filed, order shall be made pro-rated appropriately.
(f) RemainCo may from time-to-time request in writing a reduction or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs increase in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations scope of the Parties any Service (it being understood that a reduction may result in Termination Charges being payable by RemainCo under this Agreement Agreement). If requested to do so by their very nature shall continue beyond RemainCo, SpinCo agrees to discuss in good faith the expiration, termination potential reduction or cancellation increase in scope and any applicable reductions or increases to the Service Charges in light of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 all relevant factors including the costs and 10) shall survive benefits to SpinCo of any such expirationreductions or increases and (in the case of reductions in scope) any applicable Termination Charges. With respect to any Services that SpinCo has agreed to reduce or increase, termination the relevant Schedule shall be updated to reflect any such agreed upon reduction or cancellation. Upon increase in the expiration or termination Service in the level of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks service provided and the links corresponding Service Charges shall be either reduced or increased, as applicable, to the Nuggets extent the incremental cost to SpinCo of providing such Services from is reduced or increased, as applicable, provided, and for clarity, any such increase in a Service Charge shall not be based on any increased incremental costs to SpinCo already embodied in a Termination Charge paid or payable by RemainCo hereunder. For the Customer Website(s)avoidance of doubt, App, Contact Cen- treSpinCo is not obligated to reduce or increase the scope of any Services or relevant Service Charges.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 3 contracts
Sources: Transition Services Agreement (Inhibrx Biosciences, Inc.), Transition Services Agreement (Inhibrx Biosciences, Inc.), Separation and Distribution Agreement (Inhibrx, Inc.)
Term and Termination. 7.1. Subject to the termination rights set out below
12.1 This Agreement shall, the initial term of unless otherwise terminated as provided in this Agreement shall begin clause 12, commence on the Effective Date and shall continue for the Initial Subscription Term and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafterthereafter, this Agreement shall be automatically renew renewed for subsequent one (1) year terms successive periods of 12 months (each a "Renewal Term"Period), unless unless:
(a) either Party gives written notice party notifies the other party of its intent not to renew no less than sixty (60) termination, in writing, at least 60 days prior to before the end of the Initial Subscription Term or any subsequent Renewal Term. The Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this Agreement; and the Initial Subscription Term together with any subsequent Renewal Terms Periods shall be referred to as constitute the “Subscription Term”.
7.2. Either Party 12.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving no less than 2 months’ prior written notice to the other Party, such notice party if:
(a) the other party fails to expire pay any amount due under this Agreement on the first anniversary of the Effective Date.due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
7.3. Either Party ("non-defaulting party"b) may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of any other term of this Agreement and, if the which breach is capable of remedy, irremediable or (if such breach is not cured remediable) fails to remedy that breach within thirty (30) a period of 10 days of a written notice from the non-defaulting party specifying the breach and requiring it after being notified in writing to be remedieddo so;
7.3.2. (c) the defaulting other party becomes insolvent repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
(including being d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due and/or that or admits inability to pay its debts or is deemed unable to pay its debts;
(e) the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether other party commences negotiations with all of its creditors or any class of themits creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
(h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(i) a receiver, administrator person becomes entitled to appoint a receiver over the assets of the other party or manager a receiver is appointed over the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its busi- ness the other party's assets and such attachment or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up process is not discharged within 14 days;
(except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is analogous subject that has an effect equivalent or similar to any of the events referred to mentioned in clause 7.3.2 in any 12.2(d) to clause 12.2(j) (inclusive);
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of the world.its business; or
7.4. The obligations (m) there is a change of control of the Parties under this Agreement other party; or
(n) any warranty given by their very nature shall continue beyond the expiration, termination or cancellation Ramboll in clause 10.1 of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination is found to be untrue or cancellation. Upon the expiration or misleading.
12.3 On termination of this Agreement, except as expressly set out herein, Agreement for any reason:
(a) all licences granted under this Agreement shall immediately terminate and the Customer shall remove immediately cease all use of the Nuggets Marks Software or Services;
(b) each party shall return and the links make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the Nuggets Services from other party;
(c) any rights, remedies, obligations or liabilities of the Customer Website(s)parties that have accrued up to the date of termination, App, Contact Cen- treincluding the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
7.5. Promptly following termination (and in any event12.4 Ramboll may suspend the Customer’s access to, no more than one (1) business day)or use of, Customer will: the Software if Ramboll reasonably believes that
(a) cease using and destroy all copies there is a significant threat to the functionality, security, integrity, or availability of the Nuggets Container Software or any content, data, or applications in its possession and con- trolthe Software; or
(b) return the Customer is accessing or using the Software to commit an illegal act. When reasonably practicable and lawfully permitted, Ramboll will provide the Customer with advance notice of any such suspension. Ramboll will use reasonable efforts to re-establish the Software access promptly after Ramboll determines that the issue causing the suspension has been resolved. During any suspension period, Ramboll may, but is not obligated to, make Customer Data (or at Nuggets’ written instructionas it existed on the suspension date) available to the Customer, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in unless otherwise prohibited by law. Any suspension under this clause shall not excuse the Customer from the Customer’s possession and/or control; obligation to make payments under this Agreement. The Customer may terminate the Software and be refunded all unused and prepaid fees in the event the suspension extends for more than twenty (c20) remove the links to the Nuggets Services from the Customer Websites, App, Contact CentreBusiness Days.
Appears in 3 contracts
Sources: Service Agreement, Software Supply Agreement, Software Supply Agreement
Term and Termination. 7.1. Subject to the termination rights set out below, the initial term of this 12.1 This Agreement shall begin commences on the Effective Date and, subject to any termination rights, shall extend and continues until it has been terminated or expires as provided in this clause 12.
12.2 Except as otherwise specified in the expiry of three (3Quotation(s) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"or Tender Document(s). Thereafter, this Agreement shall will automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to expire at the end of the Initial Term or any subsequent Renewal applicable Term. Notwithstanding expiry of this Agreement, the licence for Users and Administrators to use the version of the Lt LabStation Application, Content and Documentation that was in their possession at the time of expiration (in accordance with this Agreement) shall survive (unless the Service Provider has made the Lt LabStation Solution available to you or the Customer on a Trial, in which case clause 3.7 shall apply). The Initial Term and any subsequent Renewal Terms shall be referred to as Customer acknowledges that following such expiry the “Term”Customer will no longer receive updates or Support for the Lt LabStation Application, Content and/or Documentation.
7.2. Either Party 12.3 Notwithstanding any other provision of this Agreement, and without limiting any other rights that the parties may have, either party may immediately terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):if:
7.3.1. if 12.3.1 the defaulting other party commits a material breach of its obligations under this Agreement and, and fails to remedy such breach (if the breach is capable of remedy, such breach is not cured ) within thirty (30) 14 days of a having received written notice from of breach; or
12.3.2 the non-defaulting other party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent enters into administration (including being unable to pay its debts as they fall due and/or that the value whether out of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilitiescourt or otherwise), proposes an individualreceivership, company or partnership voluntary arrangementliquidation, whether a formal arrangement with all of its creditors or any class of themanalogous proceedings or procedure, has a receiver, administrator or manager appointed over the whole is otherwise insolvent or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the worldtrade.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, 12.4 On termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive for any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, reason:
12.4.1 all licences granted under this Agreement shall immediately terminate (unless this Agreement has expired in accordance with clause 12.2 in which case the licence for Users and Customer Administrators to use the Lt LabStation Application, Content and Documentation (in accordance with this Agreement) shall remove the Nuggets Marks survive);
12.4.2 each party shall return and the links to the Nuggets Services from the Customer Website(s)make no further use of any equipment, Appproperty, Contact Cen- tre.
7.5. Promptly following termination and other items (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (bthem) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links belonging to the Nuggets Services from other party; and
12.4.3 the Customer Websitesaccrued rights of the parties as at termination, Appor the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, Contact Centreshall not be affected or prejudiced.
Appears in 3 contracts
Sources: License Agreement, License Agreement, Licence and Services Terms
Term and Termination. 7.1. Subject to the termination rights set out below, the initial term of this (a) This Agreement shall begin on be effective as from the Effective Date and, subject to any termination rights, Date. It shall extend until remain in force for the expiry of three (3) years Initial Term as from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term")Effective Date. Thereafter, this the Agreement shall automatically renew be renewed for subsequent one (1) year terms (each a "Renewal Term"Additional Term(s), unless terminated by either of the Parties by giving notice in text to the other Party gives written notice of its intent not to renew no less than sixty at least thirty (6030) days prior to the end expiry of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to or, as the “case may be, the then current Additional Term”.
7.2. Either Party may terminate (b) At the execution, Licensor may, in its own discretion, offer to Licensee to enter into this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary for a free trial term of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days from the Effective Date (the Trial Term), in which case Licensee as well as Licensor may terminate the Agreement at any time during the Trial Term with immediate effect and the Agreement will, unless terminated in accord- ance with the foregoing in this Article 10(b), be continued as set forth in Article 10(a).
(c) During the Initial Term and, as the case may be, any Additional Term, the Agreement may be terminated at any time with immediate effect by giving notice in text to the other Party
(i) by either Party if the other Party is in material breach of the Agreement and such breach, if curable, remains uncured for more than fifteen (15) days after the terminating Party re- questing the other Party in writing to cure the breach; (ii) by either Party if the other Party becomes or is declared insolvent, enters into liquidation or into any debt restructuring or similar proceedings; (iii) by Licensor if Licensee fails to pay any Initial Fee or any Recurring Fee that is outstanding for more than thirty (30) calendar days and not paid within fifteen business (15) days from the receipt of a written notice reminder from Licensor requesting the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any payment of the events referred to outstanding fees; and (iv) by Licensor if Licensee delivers a Notice of Objection as set forth in clause 7.3.2 in any part of the worldArticle 11.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10d) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, Licensee shall cease all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using use of Licensed Materials and destroy all copies of the Nuggets Container Licensed Materials (excluding any Background Materials included in its Results) in Licensee's possession or control.
(e) Except as otherwise expressly provided in this Agreement, Articles 1 (Definitions), 3.2 (Re- strictions and con- trol; Limitations), 7 (bIntellectual Property Rights), 8 (Confidentiality), 9 (No War- ranty, Exclusion and Limitation of Liability), 10(d) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (ce) remove (Effects of Termination), 12 (Gen- eral Provisions) and 13 (Governing Law and Place of Jurisdiction) shall survive termination of this Agreement. The termination of this Agreement shall not affect the links to obligations of the Nuggets Services from Parties accrued during the Customer Websites, App, Contact CentreTerm.
Appears in 3 contracts
Sources: Software License Agreement, Software License Agreement, Software License Agreement
Term and Termination. 7.1. Subject to the termination rights set out below, the initial term (a) The effective period of this Agreement (the "Term") shall begin on the Effective Separation Date and, subject and continue thereafter for a period of five (5) years or until earlier termination in accordance with clause (b) or (c) of this Section 4. Any Release issued by a Supplied Party before the effective date of termination and in accordance with Section 6(a) hereof shall be fulfilled by the Supplying Party.
(b) Either party may terminate this Agreement prior to the date five (5) years following the Separation Date without prejudice to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating rights or liabilities accruing up to the Customer Websitesdate of termination:
(i) in the event of a material breach by the other party of any of the terms and conditions of this Agreement, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written by giving the other party notice of its intent such breach, and provided that such breach shall not to renew no less than have been cured within sixty (60) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”.following such notice; and
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party(ii) immediately, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to thereof, if any of the following events or an event analogous thereto occurs:
a. an adjudication has been made that the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remediedbankrupt or insolvent;
7.3.2. b. the defaulting other party becomes insolvent (including being unable to pay its debts has filed bankruptcy proceedings or has had such proceedings filed against it, except as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation scheme for reorganization;
c. a receiver has been appointed for all or reconstruction), bankruptcy substantially all of the property of the other party;
d. the other party has assigned or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens attempted to cease to carry on business or if it claims assign this Agreement for the benefit of any statutory moratoriumits creditors; or
7.3.3. e. the defaulting other party suffers has begun any proceeding for the liquidation or there occurs winding up of its business affairs.
(c) Termination under this Section 4 shall be in relation addition to that and not a substitute for other rights or causes of action of the terminating party, .
(d) Termination of this Agreement shall not in any event which is analogous way operate so as to impair or destroy any of the events referred rights or remedies of either party, either at law or in equity, nor shall it relieve the parties of their obligations pursuant to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expirationSections 2(k) (l) and (m), termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.47, 8, 9 11, 12, 14,15 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre16 hereof.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 3 contracts
Sources: Membrane Manufacture and Supply Agreement (Millipore Corp /Ma), Membrane Manufacture and Supply Agreement (Millipore Microelectronics Inc), Membrane Manufacture and Supply Agreement (Mykrolis Corp)
Term and Termination. 7.1. Subject to 11.1 This Agreement shall commence on the termination rights set out below, the initial term date hereof and shall continue for a minimum period of 24 months.
11.2 The Term of this Agreement shall begin on the Effective Date and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall be automatically renew for subsequent extended with one (1) year terms (each a "Renewal Term"), unless either Party gives written notice terminated in accordance with Section 11.3 below
11.3 The Agreement cannot be terminated for the first 21 months following the date of its intent not to renew no less than sixty (60) days prior to the end signing of the Initial Term or Agreement. Thereafter any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as party may terminate the “Term”Agreement by giving the other party three (3) months written notice.
7.2. Either 11.4 Any Party may terminate this Agreement by giving no less than 2 months’ prior at any time immediately upon written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to if the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured which it fails to remedy within thirty (30) days of a written receiving notice from the non-defaulting party specifying the breach and requiring it to be remedied;do so or commits a breach of Section 10.
7.3.2. 11.5 Each Party is entitled to terminate the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or Agreement immediately in the event that the value of its assets other Party is less than the amount of its liabilities taking declared bankrupt, enters into account its contingent and prospective liabilities), proposes an individual, company composition proceedings or partnership voluntary arrangement, whether with all of its creditors liquidation or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall can otherwise be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens determined to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the worldhave become insolvent.
7.4. The obligations of 11.6 Upon termination for any reason:
a) all rights granted to the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted Company under this Agreement shall terminate cease;
b) the Company shall cease all activities authorised under this Agreement;
c) the Company and Customer Unibet shall remove the Nuggets Marks and the links immediately pay to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.each other any sums due under this Agreement;
7.5. Promptly following termination 11.7 Receiving Party shall destroy or return (and in any event, no more than one (1at Parties' option) business day), Customer will: (a) cease using and destroy all copies of material provided under the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instructionAgreement, destroy) all Nuggets including Parties' Confidential Information, including all Nuggets Documentation then in Customer’s possession and/or control; and its possession, custody or control and, in the case of destruction, certify to counterparty that it has done so. Notwithstanding the foregoing, with particular respect to players (c& related data) remove the links belonging to the Nuggets Services from Company, the Customer WebsitesParties will co-operate to a reasonable degree to ensure the orderly transfer of such data out of the Unibet system and into a database designated by the Company at that time. After such successful transfer, AppThe obligations under the clause 5.8 and 5.9 shall prevail to the abovementioned.
11.8 To such extent the Company terminates the Agreement in advance and the reason for the termination is not due to Unibet's material breach of the Agreement, Contact Centrethe Company shall be liable to make payment of the monthly minimum fee defined in clause 3.3 during the reminder of the term defined in clause 11.1 in the Agreement.
Appears in 3 contracts
Sources: Marketing Services Agreement, Marketing Service Agreement (BINGO.COM Ltd.), Marketing Service Agreement (BINGO.COM Ltd.)
Term and Termination. 7.1. 11.1 Subject always to the termination rights set out below, the initial term of either party’s right to terminate pursuant to this Section 11: (a) this Agreement shall begin commence on the Effective Date and, subject to any termination rights, and shall extend until continue for the expiry of three Initial Subscription Term; and (3b) years from after the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Subscription Term"). Thereafter, this Agreement shall automatically renew for subsequent one successive periods of twelve (112) year terms months (each a "“Renewal Term"”), unless either Party party gives written notice of its intent to the other to terminate this Agreement not to renew no less than sixty (60) days prior to before the end of the Initial Subscription Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to (as the “Term”.case may be), in which case this Agreement shall terminate at the end of the Initial Subscription Term or Renewal Term (as applicable)
7.2. Either Party 11.2 Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement by without liability to the other immediately on giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party if: ("non-defaulting party"a) may terminate this Agreement (without prejudice to its other rights and remediesi) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a is in material breach of this Agreement and, if where the breach is incapable of remedy; or (ii) the other party is in material breach of this Agreement where the breach is capable of remedy, such remedy and the breaching party fails to remedy that breach is not cured within thirty (30) days of a after receiving written notice from of such breach; (b) the non-defaulting other party specifying enters into an arrangement for an assignment for the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value benefit of its assets creditors, goes into administration, receivership or administrative receivership, is less than declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (c) any event analogous to those described in sub-section (b) above happens to the amount other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets.
11.3 On termination of its liabilities taking into account its contingent this Agreement for any reason: (a) all licenses and prospective liabilitiesother rights granted by Qubit under this Agreement shall immediately terminate; (b) Customer shall immediately pay to Qubit all outstanding unpaid invoices and interest and, in respect of Products rendered but for which no invoice has been submitted, Qubit will submit an invoice, which will be payable by Customer immediately on receipt; (c) each party shall (and Customer shall procure that any applicable Authorized User shall), proposes an individualreturn or destroy as promptly directed by the other party and make no further use of any equipment, company or partnership voluntary arrangementproperty, whether with all of its creditors or any class of themConfidential Information, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution Products (including the appointment Script) and other items (and all copies of provisional liq- uidators/interim receivers them) belonging to the other party; (d) Qubit will have no further obligation to store and/or make available Customer Data and may delete the same at any time from and including the date thirty (30) days after the termination or special managers)expiry of this Agreement, without further notice to Customer; if it ceases or threatens to cease to carry on business or if it claims and (e) the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any accrued rights of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expirationparties as at termination, termination or cancellation of this Agreement (includingand Sections 1, without limitation3.2, claus- es 43.4, 53.5, this clause 7.45.2 and 6 through 12, 8, 9 and 10) shall will survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 3 contracts
Sources: Master Service Agreement, Master Service Agreement, Master Service Agreement
Term and Termination. 7.1. Subject to the termination rights set out below12.1 This agreement shall, the initial term of unless otherwise terminated as provided in this Agreement shall begin clause 12, commence on the Effective Commencement Date and shall continue for the Initial Term and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafterthereafter, this Agreement agreement shall be automatically renew renewed for subsequent one (1) year terms (each a "successive Renewal Term")Periods, unless unless:
12.1.1 either Party gives written notice party notifies the other party of its intent not to renew no less than sixty (60) termination, in writing, at least 14 days prior to before the end of the Initial Term or any subsequent Renewal Term. The Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or
12.1.2 otherwise terminated in accordance with the provisions of this agreement; and the Initial Term together with any subsequent Renewal Terms Periods shall be referred to as constitute the “"Term”".
7.2. Either Party 12.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement agreement with immediate effect by giving no less than 2 months’ prior written notice to the other Party, such notice party if:
12.2.1 the other party fails to expire pay any amount due under this agreement on the first anniversary of the Effective Date.due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to 12.2.2 the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of any other term of this Agreement and, agreement and (if the breach is capable of remedy, such breach is not cured remediable) fails to remedy that breach within thirty (30) a period of 30 days of a written notice from the non-defaulting party specifying the breach and requiring it after being notified in writing to be remedieddo so;
7.3.2. 12.2.3 the defaulting other party becomes insolvent (including being suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due and/or that or admits inability to pay its debts or is deemed unable to pay its debts within the value meaning of its assets is less than section 123 of the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether Insolvency ▇▇▇ ▇▇▇▇;
12.2.4 the other party commences negotiations with all of its creditors or any class of themits creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
12.2.5 the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency ▇▇▇ ▇▇▇▇;
12.2.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
12.2.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
12.2.8 the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
12.2.9 a receiver, administrator person becomes entitled to appoint a receiver over the assets of the other party or manager a receiver is appointed over the assets of the other party;
12.2.10 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its busi- ness the other party's assets and such attachment or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; orprocess is not discharged within 14 days;
7.3.3. the defaulting party suffers or there occurs in relation to that party, 12.2.11 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is analogous subject that has an effect equivalent or similar to any of the events referred to mentioned in clause 7.3.2 in any 12.2.3 to clause 12.2.10 (inclusive);
12.2.12 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
12.2.13 the worldother party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or
12.2.14 there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
7.4. The 12.3 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
12.4 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the Parties parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
12.5 On termination for any reason:
12.5.1 all rights granted to the Customer under this Agreement licence shall cease;
12.5.2 the Customer shall cease all activities authorised by their very nature this licence;
12.5.3 the Customer shall continue beyond immediately pay to the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive Supplier any such expiration, termination or cancellation. Upon sums due to the expiration or termination of this Agreement, except as expressly set out herein, all licences granted Supplier under this Agreement shall terminate and licence; and
12.5.4 the Customer shall remove the Nuggets Marks and the links immediately destroy or return to the Nuggets Services from Supplier (at the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1Supplier's option) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container Software then in its possession and con- trol; (b) return (possession, custody or at Nuggets’ written instructioncontrol and, destroy) all Nuggets Confidential Informationin the case of destruction, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links certify to the Nuggets Services from the Customer Websites, App, Contact CentreSupplier that it has done so.
12.6 Any provision of this agreement which expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect].
Appears in 3 contracts
Sources: Software License Agreement, Software License Agreement, Software License Agreement
Term and Termination. 7.1This Side Letter shall be effective upon the execution of this Side Letter by the parties hereto. Subject This Side Letter shall automatically terminate upon the earlier to occur of (a) such date and time as the Merger Agreement shall have been validly terminated in accordance with Article VIII thereof and (b) the written agreement of Parent, the Company and Certares (the “Expiration Date”). Effective upon such termination and without any action of any party hereto, this Side Letter shall forthwith become null and void and of no further effect and the obligations and waivers of the parties under this Side Letter shall terminate, without any further liability or obligation of any party; provided, however, that (i) nothing contained in this Side Letter (including this sentence) will relieve any party from liability for any breach of any of its waivers, covenants or agreements set forth herein prior to such termination and (ii) notwithstanding anything to the termination rights set out belowcontrary contained herein, the initial term of this Agreement shall begin on the Effective Date and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating releases contained in Sections 1 and 2 as they relate to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to Waiver Period will survive the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this AgreementSide Letter and will continue in full force and effect. Certares acknowledges and agrees, except on its own behalf and each other Certares Releasing Party, that the waivers set forth in Sections 1(i) and 2(i) shall automatically become unconditional and irrevocable in all respects at the Effective Time (if it occurs) and that as expressly set out hereinof such time (if it occurs) Certares, all licences granted under this Agreement shall terminate on its own behalf and Customer shall remove each other Certares Releasing Party, hereby unconditionally and irrevocably waives any rights it has or may have during the Nuggets Marks and Waiver Period to rescind, annul, cancel, modify, amend or otherwise change the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- treterms of such waivers.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 3 contracts
Sources: Merger Agreement (TripAdvisor, Inc.), Merger Agreement (Liberty TripAdvisor Holdings, Inc.), Merger Agreement (Liberty TripAdvisor Holdings, Inc.)
Term and Termination. 7.1. Subject to the termination rights set out below, the initial The term of this Agreement shall begin on commence upon the Effective Date and, subject to any termination rights, and shall extend until the expiry of continue for three (3) years from the Provisioning Configuration Launch Date relating to (the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to the end previously terminated as set forth below. The first year of the Initial Term or any subsequent Renewal Termshall end twelve months after the Launch Date. The Initial second year of the Term shall end twenty-four months after the Launch Date, and any subsequent Renewal Terms shall be referred to as the “Term”so on.
7.2. Either Party (a) During the Term:
(i) Any party may terminate this Agreement by giving no less than 2 months’ prior at any time: (A) immediately upon written notice to if another party becomes insolvent, files a petition in bankruptcy or makes an assignment for the other Party, such notice to expire on the first anniversary benefit of the Effective Date.
7.3. Either Party its creditors; or ("non-defaulting party"B) may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a after the written notice from the non-defaulting to another party specifying the of such other party's breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of any of its assets material obligations under this Agreement, which breach is less than not remedied within such 30-day period. Such termination shall not relieve the amount party in breach from liability for the performance of its liabilities taking into account its contingent obligations prior to such termination and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for in addition to all other rights and remedies the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if terminating party may have available to it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature or at law or in equity;
(ii) Lycos or Tripod's failure to meet the Launch Date shall continue beyond constitute a breach of a material obligation under this Agreement.
(iii) CDnow shall have the expirationright to terminate this Agreement upon thirty (30) days written notice in the event that Lycos enters into any merger, acquisition, transfer of control, sale of substantial assets or similar transaction with any Competitor.
(b) Upon the termination or cancellation expiration of this Agreement Agreement, each party will: (i) immediately cease any and all use of the other parties intellectual property, including, without limitation, claus- es 4the other party's trademarks, 5tradenames, this clause 7.4service marks, 8, 9 and other proprietary indicia; and (ii) promptly (within ten (10) days) return all assets (digital, proprietary or otherwise) belonging to the other.
(c) 1, 3(b)(ii), 3(b)(iii), 3(b)(v), 3(b)(vii), 3(b)(viii), 3(c), 7, 11(b), 11(C), 14, 15 and 16 shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 2 contracts
Sources: Linking Agreement (Cdnow Inc), Linking Agreement (Cdnow Inc)
Term and Termination. 7.1. Subject to the termination rights set out below, the initial term of this 15.1 This Agreement shall begin will come into effect on the Effective Completion Date and, subject with respect to any termination rightseach Service, shall extend will continue in force until the expiry of three applicable Service Termination Date (3) years from as may be extended in writing by the Provisioning Configuration Date relating to Parties).
15.2 This Agreement will terminate in its entirety on the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term")last Service Termination Date, unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”otherwise terminated earlier under this Clause 15.
7.2. Either 15.3 The Receiving Party may terminate this Agreement by at any time any Service, or any part thereof:
(a) upon giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within at least thirty (30) days prior notice to the Delivering Party (except as otherwise provided in any Schedule hereto); or
(b) if the Delivering Party has failed to perform any of its material obligations under this Agreement relating to any such Service, the Receiving Party has notified the Delivering Party in writing of such failure, and such failure has continued for a period of thirty (30) days after receipt by the Delivering Party of written notice of such failure.
15.4 The Delivering Party may terminate at any time any Service, or any part thereof, if the Receiving Party has failed to perform any of its material obligations under this Agreement relating to any such Service, the Delivering Party has notified the Receiving Party in writing of such failure and such failure shall have continued for a period of thirty (30) days after receipt by the Receiving Party of written notice of such failure. For the avoidance of doubt, the failure by the Receiving Party to pay the full amount of any invoice when due (except to the extent of any amounts reasonably disputed in accordance with this Agreement) shall be considered a material breach of the Receiving Party’s obligations under this Agreement.
15.5 The Delivering Party may upon written notice to the Receiving Party, discontinue the provision of any Service without compensation to the Receiving Party in the event that the Delivering Party is unable to perform such Service, or loses its right to perform such Service, as a result of any termination of a related Service or a related service provided by a third party; provided if the Delivering Party receives written notice from any third party that such third party intends to terminate such service, the non-defaulting parties shall use all reasonable endeavours to secure the continued provision of that service from such third party specifying the breach and requiring or an alternative third party provider (it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or agreed that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration costs incurred in doing so shall be filedborne by the Receiving Party).
15.6 Parent may terminate this Agreement upon giving at least thirty (30) days prior notice to the Company upon Parent’s rollout of new functionality associated with version 6 of SAP; provided, order shall however, that no such termination may be made or resolution passed for its winding up (except for effective prior to the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event date which is analogous to any of 12 months from the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination date of this Agreement, except as expressly set out herein, all licences granted under .
15.7 Either party may terminate this Agreement shall terminate and Customer shall remove at any time with immediate effect upon serving written notice upon the Nuggets Marks and other party if the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- treother party suffers an Insolvency Event.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 2 contracts
Sources: Transition Services Agreement, Transition Services Agreement (Skype S.a r.l.)
Term and Termination. 7.1. Subject to the termination rights set out below, the initial term of this 9.1 This Agreement shall begin commence on the Effective Licence Start Date and, subject to any termination rights, shall extend until and continue for a period of 12 months (the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("“Initial Term"). Thereafter, this Agreement ”) and thereafter shall automatically renew for subsequent one (1) year terms additional periods of 12 months (each a "“Renewal Term"” and the Initial Term together with any Renewal Terms shall be the “Term”). Either party may notify the other that they do not wish for the Agreement to be automatically renewed by sending, unless either Party gives in accordance with clause 15.1, a written notice headed “Notice of its intent not to renew no less than non-renewal” at least sixty (60) days prior to the end of the Initial Term or any subsequent Renewal Term. If neither party has served such a notice sixty (60) days prior to the end of the Term then the Term shall automatically extend by an additional Renewal Term regardless of any commercial negotiations that may be ongoing. The Initial contract terms applying to any Renewal Term and shall remain unchanged except for any subsequent Renewal Terms shall be referred to as the “Term”changes made in accordance with clauses 4.2 or 4.7.
7.2. Either Party may terminate 9.2 The parties agree that any trial, evaluation or free period of use of the Software shall end on the Licence Start Date.
9.3 If either party breaches this Agreement by giving no less than 2 months’ prior in any material respect, the other party may give written notice to the other Partybreaching party of its intent to terminate, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days after the breaching party’s receipt of a written such notice, this Agreement shall terminate without any further notice from required (but no cure period is required for any breach that cannot be cured).
9.4 Either party may terminate on immediate notice in writing to the non-defaulting other if any of the following applies:
(a) any meeting of creditors of the other party specifying is held or any arrangement or composition with or for the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all benefit of its creditors (including where the directors of a company (other than one which is in administration or any class of them, has being wound up) may make a receiver, administrator or manager appointed over proposal to the whole or any part company and to its creditors for a composition in satisfaction of its busi- ness debts or assets; if any application for administration shall be filed, order shall be made a scheme of arrangement of its affairs) is proposed or resolution passed for its winding up entered into by or in relation to the other party (except other than for the purpose of a bona fide amalgamation solvent re-construction, re-organisation or reconstructionamalgamation), bankruptcy or dissolution ;
(including b) the appointment of provisional liq- uidators/interim receivers or special managers); if it other party ceases or threatens to cease to carry carrying on business or if it claims is or becomes unable to pay its debts within the benefit meaning of Section 123 of the Insolvency Act 1986 or other applicable legislation;
(c) a nominee, supervisor, receiver, administrator, administrative receiver or liquidator is appointed in respect of the other party or any statutory moratoriumencumbrancer takes possession of, or any distress, lien, execution or other process is levied or enforced (and is not discharged within seven days) upon, the assets of the other party;
(d) an order is made for the bankruptcy or winding-up of the other party or a resolution for its winding up is passed;
(e) a notice of intention to appoint an administrator is filed with the court or served on any creditor of the other party;
(f) an application for an administration order is issued at court in respect of the other party;
(g) a meeting is convened for the purpose of considering a resolution for the winding up of the other party or the making of an application for an administration order or the dissolution of the other party; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, (h) any event which is analogous to any of the events referred clauses 9.4(a) to in clause 7.3.2 (g) above occurs in any part jurisdiction.
9.5 Upon any termination or expiry of this Agreement:
(a) the rights and licences granted to Licensee herein shall terminate;
(b) Licensee shall cease all use of, and uninstall the Software and Proven Works may take steps to disable the use of the worldSoftware by Licensee;
(c) the Licensee will promptly pay any outstanding and unpaid invoices due for the Software licences, Services or any Third Party Services whether the invoice was submitted before or after the termination of this Agreement;
(d) Proven Works will cease using Licensee’s data (and any copies of it) and shall arrange for its safe return or destruction as shall be required by the Licensee (unless European Union, Member States and/or UK Law requires storage of any Personal Data contained within the Licensee’s data or an exemption under GDPR applies); and
(e) the parties will return or destroy (at the option and request of the disclosing party) any Confidential Information belonging to the other party in its possession or control.
7.4. 9.6 The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation expiry of this Agreement (includingdoes not affect the accrued rights, without limitationremedies and obligations or liabilities of the parties existing at termination and nor shall it affect the continuation in force of any provision of this Agreement that is expressly or by implication intended to continue in force after termination. Clauses 1, claus- es 4, 56, this clause 7.47, 8, 9 and 10) 11 shall survive any such expiration, termination or cancellation. Upon the expiration or termination expiry of this Agreement.
9.7 Without prejudice to any other rights Proven Works may have, except as expressly set out herein, all licences granted under if Proven Works terminates this Agreement shall terminate and Customer shall remove pursuant to clauses 9.3 or 9.4 or accepts the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies Licensee’s repudiation of the Nuggets Container in its possession and con- trol; (b) return (Agreement, then Licensee will pay Proven Works the fees that would, but for the termination or at Nuggets’ written instructionrepudiation, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove have fallen due during the links to remainder of the Nuggets Services from the Customer Websites, App, Contact CentreTerm.
Appears in 2 contracts
Sources: Proven Works License Terms, Proven Works License Terms
Term and Termination. 7.1. Subject to the termination rights set out below, the initial term of this 9.1 The Agreement shall begin come into force on the Effective agreed Commencement Date andand shall continue for a defined Term from that date, subject to any termination rightsthe provisions of Clause 9 of the Agreement.
9.2 Either Party shall have the right, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating subject to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either agreement and consent of the other Party gives written notice of its intent and exercisable by giving not to renew no less than sixty (60) 30 days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to the other Partyat any time prior to the expiry of the Term specified in sub-Clause 9.1 of the Agreement (or any further period for which the Agreement is extended) to extend the Agreement for a further period of 12 months.
9.3 Either Party may terminate the Agreement by giving to the other not less than 30 days written notice, such notice to expire on or at any time after the first anniversary minimum term of the Effective DateAgreement (which shall be defined in the Agreement).
7.3. 9.4 Either Party ("non-defaulting party") may immediately terminate this the Agreement (without prejudice to its other rights and remedies) with immediate effect by giving written notice to the other Party ("defaulting party"):if:
7.3.1. if 9.4.1 any sum owing to that Party by the defaulting party other Party under any of the provisions of the Agreement is not paid within 60 Days of the due date for payment;
9.4.2 the other Party commits a material any other breach of this any of the provisions of the Agreement and, if the breach is capable of remedy, such breach is not cured fails to remedy it within thirty (30) days of a 60 Days after being given written notice from the non-defaulting party specifying giving full particulars of the breach and requiring it to be remedied;
7.3.2. 9.4.3 an encumbrancer takes possession, or where the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that other Party is a company, a receiver is appointed, of any of the value property or assets of its assets is less than thatother Party;
9.4.4 the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership other Party makes any voluntary arrangement, whether arrangement with all of its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
9.4.5 the other Party, being an individual or any class of themfirm, has a receiverbankruptcy order made against it or, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filedbeing a company, order shall be made or resolution passed for its winding up goes into liquidation (except for the purpose purposes of a bona fide amalgamation or reconstructionre-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or;
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is 9.4.6 anything analogous to any of the events referred foregoing under the law of any jurisdiction occurs in relation to in clause 7.3.2 in any part the other Party;
9.4.7 the other Party ceases, or threatens to cease, to carry on business; or
9.4.8 control of the worldother Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of Clause 9, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
7.4. 9.5 For the purposes of sub-Clause 9.4.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
9.6 The obligations rights to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination breach concerned (if any) or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- treother breach.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 2 contracts
Sources: Terms and Conditions, Service Agreement
Term and Termination. 7.115.1 This GSA will commence on the GSA Effective Date and remain in force until it terminates or expires in accordance with its terms. Subject to the termination rights set out below, the initial term of this Each Agreement shall begin on (unless earlier terminated in accordance with its terms) remain in force for the Effective Date andTerm, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to at the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms which it shall be referred to as the “Term”expire automatically.
7.2. Either Party 15.2 Without prejudice to clause 5.1, a party may suspend performance under any Agreement (in whole or in respect of a page of a Site, a Site or Sites) and/or terminate this any Agreement by giving no less than 2 months’ prior written notice to (in whole) or remove a page of a Site, a Site or Sites from any Agreement with immediate effect, if the other Party, such notice to expire on the first anniversary of the Effective Date.party:
7.3. Either Party ("non-defaulting party"a) may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a is in material breach of this the Agreement and, if where the breach is incapable of remedy;
(b) is in material breach of the Agreement where the breach is capable of remedyremedy and fails to remedy that breach within [***] after receiving written notice of such breach; or
(c) is in material breach of the Agreement more than twice even if the previous breaches were remedied, provided (in each case) that any such breach is not cured within thirty (30) days suspension or removal of a written notice from page(s) or Site(s) may only take effect in relation to the non-defaulting page(s) or Site(s) on (or in respect of which) the relevant breach has occurred.
15.3 A party specifying may suspend performance and/or terminate this GSA (and all Agreements) with immediate effect, if:
(a) the breach and requiring it to be remedied;
7.3.2. other party enters into an arrangement or composition with or for the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value benefit of its assets creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or
(b) any analogous event happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets.
15.4 [***]
15.5 Google has the right (in its sole discretion) with [***] notice to Company to remove or require Company to remove the AFC Services from any Site (or part of a Site) on which the AFC RPM falls below [***] for the previous calendar month. For the purposes of this clause 15.5, “AFC RPM” means AFC AdSense Revenues per [***] AFC Requests.
15.6 Google may terminate any Agreement on at least [***] to Company if at any time the average total amount of Ad Revenues (in respect of all Advertising Services provided under the relevant Order Form) calculated across [***] is less than or equal to [***].
15.7 The parties acknowledge that following any removal of the amount AFC Services from any Site or termination of its liabilities taking into account its contingent and prospective liabilities)an Agreement pursuant to clause 15.5 or 15.6, proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over Company may continue to receive the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs applicable Google advertising services in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any relevant Site (or part of the worlda Site) by entering into an online agreement with Google in respect of such services and Site.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. 15.8 Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.GSA for any reason:
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) all rights and licences granted by each party will cease using and destroy all copies of the Nuggets Container in its possession and con- trolimmediately; and
(b) if requested, each party will use its reasonable endeavours to promptly return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from other party, or destroy and certify the Customer Websitesdestruction of, Appall Confidential Information disclosed to it by the other party.
15.9 The termination or expiration of an individual Agreement will not have the effect of terminating any other Agreement or this GSA unless expressly agreed to by the parties in writing. If an Agreement (but not this GSA) terminates or expires, Contact Centreall rights and licences granted by Google to Company under that Agreement will cease immediately. Termination or expiration of all Agreements will result in the expiration of this GSA on the same date on which the last Agreement terminates or expires.
Appears in 2 contracts
Sources: Google Search and Advertising Services Agreement (IncrediMail Ltd.), Google Search and Advertising Services Agreement (IncrediMail Ltd.)
Term and Termination. 7.1. Subject to the termination rights set out below, the initial term 9.1 This Agreement shall commence on acceptance of this Agreement shall begin on the Effective Date and, by you and (subject to clause 6.1) shall continue until terminated in accordance with this clause 9.1:
(i) Sedex may, by written or electronic notice to you, terminate the Agreement with immediate effect if for any termination rights, shall extend until the expiry of three reason you cease to be an AAC;
(3ii) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”.
7.2. Either Party may terminate this the Agreement by giving no less than 2 monthsat least 30 days’ prior or one calendar month’s written notice (whichever is longer) to the other Partyother, such notice to expire on the first anniversary of the Effective Date.for convenience;
7.3. (iii) Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect may, by written notice to the other, terminate the Agreement with immediate effect if any of the following events occurs:
i. the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach breaches any term of this Agreement andand such breach is incapable of remedy or, if the breach is capable remediable, it continues for a period of remedy, such breach is not cured within thirty (30) days of a after written notice from the non-defaulting party specifying the breach and requiring it to be remedied;remedied has been given to the Party in breach; or
7.3.2ii. the defaulting party becomes insolvent (including being other Party gives notice to its creditors or any of them that it has suspended or is about to suspend payment or if the other Party shall be unable to pay its debts as they fall due and/or that within the value meaning of its assets is less than section 123 of the amount of its liabilities taking into account its contingent and prospective liabilities)Insolvency Act 1986, proposes or if an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its the winding up of the other Party (except otherwise than for the purpose of and followed by a bona fide amalgamation reconstruction or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business amalgamation) or if it claims an administration order shall be made in respect of the other or if the other shall become insolvent or shall make any assignment for the benefit of creditors or has a receiver appointed of all or any statutory moratoriumpart of its assets or takes or suffers any similar action in consequence of debt; orand
7.3.3. (iv) If Sedex ceases to allow an auditor to be a Sedex AAC, due to breach of the defaulting party suffers Sedex General Terms and Conditions, this Agreement shall automatically terminate at the same time and without any liability for Sedex, whether direct or there occurs indirect and including in relation to loss of profit or damage to goodwill or reputation.
9.2 Upon termination of this Agreement for any reason:
(i) your right to access the Information Exchange and use the Virtual Assessment service shall cease without further action of the Parties;
(ii) Sedex may remove any and all Data uploaded to the Information Exchange, in relation to Virtual Assessments performed by your organisation, save that partySedex shall retain a copy of the Data for archival and quality assurance, purposes for a period of 6 years following termination; and
(iii) you shall not be entitled to any event which is analogous to return or rebate of any of the events referred to in clause 7.3.2 in any part of fees or charges paid under the worldAgreement and shall remain liable for all outstanding and overdue fees or charges.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 2 contracts
Sources: Sedex Virtual Assessment Terms of Service, Sedex Virtual Assessment Terms of Service
Term and Termination. 7.1. Subject to 7.1 This Agreement shall be effective upon the termination rights execution by the authorized representatives of the Parties and shall be automatically terminated upon the expiration of the Cooperation Term as provided in Section 7.2 hereof.
7.2 The business cooperation term set out below, the initial term of forth in this Agreement shall begin commence on the Effective Date andand continue in full force and effect for an initial term of 6 years therefrom, subject which may be extended upon the mutual agreement of WCI and Dada (as may be extended from time to time, the “Cooperation Term”). Not less than six (6) months prior to the expiration of the Cooperation Term, the Parties shall negotiate in good faith the extension of the Cooperation Term. Notwithstanding the foregoing, if there is any other specific provision(s) on the applicable business cooperation term with respect to any specific item in this Agreement, such specific provision shall prevail with respect to such specific item.
7.3 This Agreement may be terminated:
(1) upon mutual agreement by WCI and Dada;
(2) by WCI (if the breaching Party is Dada) or Dada (if the breaching Party is WCI), upon any breach of a material provision of this Agreement by a Party, if such breach is incapable of being cured or remains uncured for 30 days after receipt of written notice from WCI (if the breaching Party is Dada) or Dada (if the breaching Party is WCI) specifying the occurrence or existence of the breach, provided that neither WCI nor Dada may exercise the termination rights, shall extend until the expiry right pursuant to this clause if it is then in breach of three any material provision of this Agreement;
(3) years from by WCI, upon (i) the Provisioning Configuration Date filing by Dada of a petition in bankruptcy, insolvency or similar proceeding; (ii) the filing by Dada of any petition or answer seeking reorganization, readjustment or arrangement of its business under any law relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution insolvency; (including iii) an adjudication that Dada is bankrupt or insolvent; (iv) the appointment of provisional liq- uidators/interim receivers a receiver for all or special managers)substantially all of the properties of Dada; if it ceases or threatens to cease to carry on business or if it claims (v) the making by Dada of any assignment for the benefit of creditors; (vi) the institution of any statutory moratorium; or
7.3.3. proceedings for the defaulting party suffers liquidation or there occurs in relation to winding up of Dada’s business that partyremains outstanding, any event which is analogous to undismissed, for more than 45 days or (vii) Dada takes, becomes the subject of or undergoes, the Chinese equivalent of any of the actions, proceedings or events referred to in clause 7.3.2 clauses (i) through (vi) above; or
(4) by Dada, upon (i) the filing by WCI of a petition in bankruptcy, insolvency or similar proceeding; (ii) the filing by WCI of any part petition or answer seeking reorganization, readjustment or arrangement of its business under any law relating to bankruptcy or insolvency; (iii) an adjudication that WCI is bankrupt or insolvent; (iv) the appointment of a receiver for all or substantially all of the worldproperties of WCI; (v) the making by WCI of any assignment for the benefit of creditors; (vi) the institution of any proceedings for the liquidation or winding up of WCI’s business that remains outstanding, undismissed, for more than 45 days or (vii) WCI takes, becomes the subject of or undergoes, the Chinese equivalent of any of the actions, proceedings or events referred to in clauses (i) through (vi) above.
7.4. The obligations of 7.4 If this Agreement expires or is terminated pursuant to Section 7.3, the Parties under shall cease to perform this Agreement by their very nature Agreement, provided that Sections 8, 10, 13, 14, 15 and 16 hereof shall continue beyond survive the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10Agreement. If any Party is in breach of any provision(s) shall survive any such expiration, termination or cancellation. Upon as set forth herein prior to the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement such Party shall terminate bear the liability for breach pursuant to Section 14 hereof. Other post-termination arrangements and Customer matters shall remove be arranged and resolved through friendly negotiation between the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- treParties.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 2 contracts
Sources: Business Cooperation Agreement (Dada Nexus LTD), Business Cooperation Agreement (Dada Nexus LTD)
Term and Termination. 7.1. Subject to the termination rights set out below13.1 This agreement shall, the initial term of unless otherwise terminated as provided in this Agreement shall begin clause 13, commence on the Effective Date and shall continue for the Initial Subscription Term and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafterthereafter, this Agreement agreement shall be automatically renew renewed for subsequent one (1) year terms successive periods of 12 months (each a "Renewal Term"Period), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to the end of the . The Initial Subscription Term or together with any subsequent Renewal Periods shall constitute the Subscription Term. The Initial Term and any subsequent Renewal Terms shall be referred to as
13.2 Notwithstanding the “Term”.
7.2. Either Party provisions of clause 13.1, either party may terminate this Agreement by giving no agreement for convenience following the Initial Subscription Term on providing not less than 2 months’ ninety (90) days prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Dateparty.
7.3. Either Party ("non-defaulting party") 13.3 Without affecting any other right or remedy available to it, either party may terminate this Agreement (without prejudice to its other rights and remedies) agreement with immediate effect by giving written notice to the other Party party if:
("defaulting party"):a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than seven (7) days after being notified in writing to make such payment;
7.3.1. if (b) the defaulting other party commits a material breach of any other term of this Agreement and, if the agreement which breach is capable of remedy, irremediable or (if such breach is not cured remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
(c) the other party repeatedly breaches any of the terms of the agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the agreement; or
(d) the other party becomes insolvent, is the subject of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company petition for creditor protection or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), petition in bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers any other proceedings under bankruptcy, insolvency or special managers); if it ceases similar laws or threatens to cease to carry on business or if it claims makes an assignment for the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers creditors (or there occurs in relation to that party, any event which occurs, or proceeding is analogous taken, with respect to the other party that has an effect equivalent or similar to any of the events referred to mentioned in clause 7.3.2 in any part of the worldthis clause).
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or 13.4 On termination of this Agreement, except as expressly set out herein, agreement for any reason:
(a) all licences granted under this Agreement agreement shall terminate immediately terminate;
(b) each party shall return and Customer shall remove the Nuggets Marks make no further use of any equipment, property, Documentation and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination other items (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of them) belonging to the Nuggets Container other party;
(c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and con- trolcharges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
(bd) return (any rights, remedies, obligations or at Nuggets’ written instruction, destroy) all Nuggets Confidential Informationliabilities of the parties that have accrued up to the date of termination, including all Nuggets Documentation the right to claim damages in Customer’s possession and/or control; and (c) remove respect of any breach of the links to agreement which existed at or before the Nuggets Services from the Customer Websites, App, Contact Centredate of termination shall not be affected or prejudiced.
Appears in 2 contracts
Sources: Apex Services Agreement, Software as a Service Agreement
Term and Termination. 7.1. Subject to 10.1 This Agreement shall be of full force and effect on and from the termination rights set out below, the date hereof and shall continue for an initial term of this Agreement shall begin on the Effective Date and, subject to any termination rights, shall extend until the expiry of three fifteen (315) years from the Provisioning Configuration Effective Date relating to the Customer Websites, App, Contact Centre listed in Schedule B and shall be automatically renewed thereafter for extension terms of five ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (15) year terms (each a "Renewal Term")years each, unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to terminated earlier as the “Term”provided for in this Agreement.
7.2. Either Party may 10.2 Hexion may, in addition to its other remedies, terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary in its entirety in any of the Effective Date.following circumstances:
7.3. Either Party ("non-defaulting party"a) may terminate this Agreement (without prejudice if a Bankruptcy Event occurs and is continuing in relation to its other rights Shell and remedies) with immediate effect by written notice Shell does not provide adequate assurances to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured Hexion within thirty (30) days of the occurrence of the Bankruptcy Event that Shell will continue to provide all SUMF Items to Hexion on the terms and conditions of this Agreement;
(b) with no less than twelve (12) months’ prior written notice, following the decision by Hexion to discontinue all its operations at the Site to which SUMF is rendered or alter such operations to such an extent that no SUMF Item from Shell is required; or
(c) with no less than three (3) years’ prior written notice, effective (i) at the end of the initial fifteen (15) year term or (ii) at the end of any five (5) year extension term, as the case may be.
10.3 The Purchaser may, in addition to other remedies, terminate this Agreement as to an individual SUMF Item in any of the following circumstances, provided always that no item of Sole Supplier SUMF may be terminated by the Purchaser without terminating this Agreement as a whole:
(a) if a Bankruptcy Event occurs and is continuing in relation to the Supplier and the Supplier does not provide adequate assurances to the Purchaser within thirty (30) days of the occurrence of the Bankruptcy Event that the Supplier will continue to provide the particular SUMF Item to the Purchaser on the terms and conditions of this Agreement;
(b) if, for reasons other than Force Majeure, a SUMF Item is not properly supplied by the Supplier within specifications and such failure continues for more than ten (10) business days after thirty (30) days prior written notice from the non-defaulting party specifying Purchaser to the breach and requiring it to be remediedSupplier;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; orc) [Intentionally Omitted];
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of with at least three (3) years’ prior written notice, or such other notice period as is provided in the Nuggets Container in its possession and con- trolSchedules; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.and
Appears in 2 contracts
Sources: Deer Park Site Services, Utilities, Materials and Facilities Agreement, Deer Park Site Services, Utilities, Materials and Facilities Agreement (Hexion Inc.)
Term and Termination. 7.1. Subject to the termination rights set out below14.1 This agreement shall, the initial term of unless otherwise terminated as provided in this Agreement shall begin clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafterthereafter, this Agreement agreement shall be automatically renew renewed for subsequent one (1) year terms successive periods of 12 months (each a "Renewal Term"Period), unless unless:
(i) either Party gives written notice party notifies the other party of its intent not to renew no less than sixty (60) termination, in writing, at least 90 days prior to before the end of the Initial Subscription Term or any subsequent Renewal Term. The Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(ii) otherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Terms Periods shall be referred to as constitute the “Subscription Term”.
7.2. Either Party 14.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement agreement with immediate effect by giving no less than 2 months’ prior written notice to the other Party, such notice party if:
(i) the other party fails to expire pay any amount due under this agreement on the first anniversary of the Effective Date.due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
7.3. Either Party ("non-defaulting party"ii) may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of any other term of this Agreement and, agreement and (if the breach is capable of remedy, such breach is not cured remediable) fails to remedy that breach within thirty (30) a period of 30 days of a written notice from the non-defaulting party specifying the breach and requiring it after being notified in writing to be remedieddo so;
7.3.2. (iii) the defaulting other party becomes insolvent (including being suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due and/or that or admits inability to pay its debts or is deemed unable to pay its debts within the value meaning of its assets section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is less than proved to the amount satisfaction of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company the court" did not appear in sections 123(1)(e) or partnership voluntary arrangement, whether 123(2) of the IA 1986;
(iv) the other party commences negotiations with all of its creditors or any class of themits creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(v) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(vi) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(vii) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
(viii) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(ix) a receiver, administrator person becomes entitled to appoint a receiver over the assets of the other party or manager a receiver is appointed over the assets of the other party;
(x) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its busi- ness the other party's assets and such attachment or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up process is not discharged within 14 days;
(except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, xi) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is analogous subject that has an effect equivalent or similar to any of the events referred to mentioned in clause 7.3.2 in any 14.2(c) to clause 14.2(j) (inclusive);
(xii) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(xiii) the worldother party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or
(xiv) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or 14.3 On termination of this Agreement, except as expressly set out herein, agreement for any reason:
(i) all licences granted under this Agreement agreement shall immediately terminate and the Customer shall remove immediately cease all use of the Nuggets Marks Services and/or the Documentation;
(ii) each party shall return and the links to the Nuggets Services from the Customer Website(s)make no further use of any equipment, Appproperty, Contact Cen- tre.
7.5. Promptly following termination Documentation and other items (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of them) belonging to the Nuggets Container other party;
(iii) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession and con- trolpossession. The Customer shall pay all reasonable expenses incurred by the Supplier in disposing of Customer Data; and
(biv) return (any rights, remedies, obligations or at Nuggets’ written instruction, destroy) all Nuggets Confidential Informationliabilities of the parties that have accrued up to the date of termination, including all Nuggets Documentation the right to claim damages in Customer’s possession and/or control; and (c) remove respect of any breach of the links to agreement which existed at or before the Nuggets Services from the Customer Websites, App, Contact Centredate of termination shall not be affected or prejudiced.
Appears in 2 contracts
Sources: Managed Services Agreement, Cloud Software Agreement
Term and Termination. 7.1. Subject to the termination rights set out below, the initial 2.1 This Agreement shall be for a term of this Agreement shall begin on the Effective Date and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term")from the date first specified above, unless either Party gives terminated earlier pursuant to this Agreement or extended by a mutual written notice agreement executed by both Parties. Provided that for any Statement of its intent not to renew no less than sixty Work executed during the one (601) days prior to year term of this Agreement, should the end performance of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms Services extend beyond the one (1) year term of this Agreement, then the terms of this Agreement shall be referred to as extended solely for and until completion of the “Term”Services.
7.2. 2.2 Either Party may terminate this Agreement (or any Statement of Work) upon fifteen (15) days’ prior written notice in the event of substantial failure by giving the other Party to perform in accordance with the terms of this Agreement (or such Statements of Work) through no less than 2 monthsfault of the terminating Party; provided that such notice shall specify in reasonable detail the nature of such substantial failure of performance; and further provided that if during such fifteen-day period such other Party substantially remedies such performance, this Agreement (or such Statement of Work) shall not be terminated. However, the non-performing Party shall not be relieved of the obligation to complete such performance or from liability for any damages caused to the other Party by such failure of performance. This Agreement (including any or all Statement of Work) may also be terminated by CALPINE for its convenience without penalty or termination fee, but only upon fifteen (15) days’ prior written notice to PROFESSIONAL and CALPINE shall pay PROFESSIONAL for all authorized expenses and work performed under any terminated Statement of Work through the other Party, such notice to expire on the first anniversary date of the Effective Datetermination.
7.3. Either Party ("non-defaulting party") 2.3 Upon receipt of notice of termination from CALPINE, unless otherwise permitted by the foregoing provisions or otherwise instructed within the body of such notice, PROFESSIONAL shall discontinue its Services, and as soon as reasonably possible thereafter, shall deliver to CALPINE all data, documents, drawings, reports, files, estimates, summaries and such other information and materials, as may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect have been accumulated by written notice to PROFESSIONAL in the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach performance of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangementContract, whether with all of its creditors completed or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the worldprocess.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 2 contracts
Sources: Professional Engagement Agreement, Professional Services (Calpine Corp)
Term and Termination. 7.1. Subject to the termination rights set out below, the a. The initial term of this Agreement shall begin on the Effective Date and, subject to any termination rights, date hereof and shall extend continue until the expiry date that is thirty-six (36) months after the date of three the initial funding of the Trust (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("“Initial Term"”). Thereafter, this This Agreement shall be extended automatically renew for subsequent additional one (1) year terms periods thereafter (each a "“Renewal Term"), ”) unless either Party party gives the other a 90-day written notice of its intent not to renew no less than sixty (60) days prior to notice, before the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred current term, of its intent to as the “Term”.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to the other PartyAgreement, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate or unless this Agreement is terminated as otherwise provided in this Agreement. This Agreement may also be terminated (without prejudice to its other rights and remediesi) with immediate effect upon a breach by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting one party commits of a material breach of term or covenant in this Agreement andAgreement, if the non-breaching party provides written notice of any such breach is capable of remedyto the breaching party and its election to terminate this Agreement, and such breach is not cured within 15 days (or such longer reasonable period, not to exceed 60 days, as may be required to effect a cure) after the date of such written notice of breach and termination, (ii) at the election of ▇▇▇▇▇▇, if the Employer does not fund the Trust within twelve (12) months of the date hereof or otherwise fails to make agreed upon contributions to the Trust, (iii) by the Employer, on thirty (30) days written notice, if both of the following conditions occur: (1) a universal healthcare system goes into effect in the State of California or the United States which expressly eliminates the Employer’s obligations to pay any party for its contractual OPEB commitments, and (2) the Employer obtains a current actuarial valuation of the Trust confirming that there is no remaining OPEB liability. The waiver by a party of the other party’s breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by such party, nor does such party waive its rights to seek future remedy for a previous breach.
b. Notwithstanding the provisions of Section 6(a), either party may terminate this Agreement on the occurrence of the following events, provided that the terminating party gives the other party ninety (90) days advance written notice from for such termination: . The termination of the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratoriumFuturis Trust Administrative Services Agreement; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any i. The receipt of the events referred to in clause 7.3.2 in any part District of a ruling from the IRS that the Plan and/or the Trust do not meet the requirements of Internal Revenue Code Section 115 and/or that, as such, the earnings of the worldtrust are not exempt from tax, and such adverse ruling is not reversed before the ninety (90) day notice period has elapsed.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 2 contracts
Sources: Program Services Agreement, Program Services Agreement
Term and Termination. 7.1. Subject to the termination rights set out below, the initial (a) The term of this Agreement shall begin commence on the Effective Closing Date and, subject to any termination rights, and shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to the end terminate as of the Initial Term or date that the provision of all Transition Services has expired (including any subsequent Renewal Term. The Initial Term extension) unless earlier terminated in accordance with the terms of this Agreement, including Section 10 and any subsequent Renewal Terms shall be referred to as Schedule A (the “Term”).
7.2. Either Party (b) Schedule A sets forth the expiration date for each Transition Service and any extension option with respect to such Transition Service.
(c) Except for Section 7 of the this Agreement, which it may not terminate, Purchaser may terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within any individual Transition Service upon thirty (30) days of a prior written notice from the non-defaulting party specifying the to Iconix; provided that such termination will not cause or contribute to Purchaser’s breach and requiring it to be remedied;
7.3.2of Section 7 of this Agreement. the defaulting party becomes insolvent (including being unable After termination of such Transition Services, Purchaser shall remain obligated to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether any Fees owed in connection with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens terminated Transition Services rendered but not paid prior to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the worldtermination.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10d) shall survive any such expiration, termination or cancellation. Upon the expiration or termination Except for Section 7 of this Agreement, except as expressly set out hereinwhich it may not terminate, all licences granted under this Agreement Iconix may terminate any individual Transition Service by giving written notice to Purchaser if Purchaser has taken any action or made any omission making it impossible or commercially unreasonable for Iconix to provide such Transition Service and Purchaser shall terminate and Customer shall remove the Nuggets Marks and the links have failed to the Nuggets Services remedy such situation within fifteen (15) days after receipt of written notice thereof from the Customer Website(s), App, Contact Cen- treIconix.
7.5. Promptly following termination (and in e) This Agreement may be terminated by either Party upon thirty (30) days prior written notice if the other Party is declared insolvent or bankrupt, or makes an assignment for the benefit of creditors, or a receiver is appointed or any eventproceeding is demanded by, no more than one (1) business day), Customer will: (a) cease using and destroy all copies for or against the other under any provision of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact CentreFederal Bankruptcy Act.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (DHX Media Ltd.), Membership Interest Purchase Agreement (DHX Media Ltd.)
Term and Termination. 7.1. Subject to the termination rights set out below, the initial 13.1 The term of this Agreement shall begin will commence on the Effective date the signature page is executed by both parties and remain in force until terminated in accordance with the provisions of this Agreement.
13.2 The term of any Supply Agreement will commence on the Commencement Date andand will either expire or terminate in accordance with the terms of that Supply Agreement or this Agreement.
13.3 If there are no outstanding Supply Agreements and no Orders under negotiation, subject then the Vendor may give not less than 30 days’ notice in writing to terminate this Agreement.
13.4 The Vendor may give not less than 30 days’ notice in writing to terminate this Agreement. On termination of this Agreement, the Vendor may, in its sole discretion, terminate any termination rightsSupply Agreements that have not yet been fulfilled, shall extend until and the expiry Purchase will not be entitled to a refund of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, any deposit.
13.5 Either party may terminate this Agreement shall automatically renew for subsequent one or any Supply Agreement immediately on written notice, if the other party:
(1a) year terms ceases operations; or
(each b) goes into liquidation or has a "Renewal Term"), unless either Party gives written notice receiver or statutory manager appointed of any of its intent not to renew no less than sixty assets, becomes insolvent or makes any arrangement with creditors.
13.6 Either party (60) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”.
7.2. Either First Party may terminate in this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party"clause 13.6) may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by immediately on written notice to notice, if the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if :
(a) that material breach cannot be rectified; or
(b) the material breach is capable of remedy, such can be rectified but the party in breach is has not cured rectified it to the First Party’s satisfaction (acting reasonably) within thirty (30) 30 days of a written receiving notice from the non-defaulting party specifying First Party requiring the breach and requiring it to be remedied;rectified.
7.3.2. 13.7 Either party (referred to as the defaulting First Party in this clause 13.7) may terminate a Supply Agreement immediately on written notice, if the:
(a) other party becomes insolvent commits a material breach of that Supply Agreement and:
(including being unable to pay its debts as they fall due and/or i) that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall material breach cannot be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratoriumrectified; or
7.3.3. (ii) the defaulting material breach can be rectified but the party suffers or there occurs in relation breach has not rectified it to the First Party’s satisfaction (acting reasonably) within 30 days of receiving notice from the First Party requiring the breach to be rectified; or
(b) First Party has terminated another Supply Agreement and termination of that party, any event which is analogous to any of Supply Agreement has a material adverse effect on the events referred to in clause 7.3.2 in any part of the worldSupply Agreement under consideration.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration13.8 Subject to clause 13.4, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.of:
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies any one or more Supply Agreements will not affect the validity or enforceability of the Nuggets Container in its possession and con- trol; any remaining Supply Agreements or this Agreement;
(b) return (this Agreement will not affect the validity or at Nuggets’ written instructionenforceability of any remaining Supply Agreements, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove but no further Supply Agreements will be entered into between the links to the Nuggets Services from the Customer Websites, App, Contact Centreparties.
Appears in 2 contracts
Sources: Supply Agreement, Supply Agreement
Term and Termination. 7.1. Subject to the termination rights set out below, the initial term of this 14.1 This Agreement shall begin commences on the Effective Date and, subject to any termination rightsunless terminated earlier in accordance with this clause 14, shall extend until continue in force for the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter.
14.2 At the end of the Initial Term, this Agreement shall will automatically renew for subsequent one (1) year terms successive periods of twelve months (each a "Renewal an “Extended Term"), ”) unless and until:
(a) it is terminated by either Party gives party giving written notice of its intent to the other not to renew no less than sixty (60) 90 days prior to the end of the Initial Term or any subsequent Renewal the Extended Term. The , to terminate this Agreement, such termination to be effective from the last day of the Initial Term and any subsequent Renewal Terms shall be referred to or of the applicable Extended Term (as the “Term”case may be); or
(b) it is otherwise terminated in accordance with the provisions of this clause 14.
7.2. Either Party 14.3 Without prejudice to any rights that either party may have accrued under this Agreement or any of their respective remedies, obligations or liabilities, either party may terminate this Agreement with immediate effect by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.party if:
7.3. Either Party ("non-defaulting party"a) may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of any term of this Agreement and, if the and fails to remedy that breach is capable within a period of remedy, such breach is not cured within thirty (30) days after being notified in writing to do so;
(b) the other party becomes subject to an Insolvency Event;
(c) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to an Insolvency Event;
14.4 Without affecting any other right or remedy available to it, Nettitude may terminate this Agreement and any of a the services provided under Schedule 1 or 2 immediately on written notice from to the non-defaulting party specifying Customer if the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable Customer fails to pay its debts as they fall any amount due and/or that under this Agreement on the value of its assets is due date for payment and remains in default not less than thirty (30) days after being notified in writing by Nettitude to make such payment; Nettitude may terminate this Agreement with immediate effect if the amount of its liabilities taking into account its contingent and prospective liabilities)Customer suspends or ceases, proposes an individualor threatens to suspend or cease, company carrying on all or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any substantial part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the worldbusiness.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 2 contracts
Term and Termination. 7.1. Subject to the termination rights set out below, the initial (a) The term of this Agreement shall begin commence on the Effective Date andand shall continue for a period of one (1) year, subject to any termination rightsor until this Agreement is terminated by a party under subsections (b), shall extend until the expiry of three (3c), or (d) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term")below. Thereafter, this This Agreement shall automatically renew for subsequent additional periods of one (1) year terms (each a "Renewal Term"), unless either Party gives party provides written notice of its intent not to renew no less than at least sixty (60) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”then current term.
7.2. (b) Either Party the WVHIN or the Participant may terminate this Agreement by giving no less than 2 months’ prior at any time without cause upon sixty (60) days advance written notice to the other.
(c) Either the WVHIN or the Participant may terminate this Agreement immediately upon written notice to the other Partyparty if either party determines that its continued participation in this Agreement would cause it to violate any federal or state law or regulation applicable to it, such notice to expire on or would place it at material risk of suffering any sanction, penalty, or liability. Likewise, either the first anniversary of WVHIN or the Effective Date.
7.3. Either Party ("non-defaulting party") Participant may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by immediately upon written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting other party commits a ceases operations.
(d) In the event that either party is in material breach violation of the terms of this Agreement andAgreement, if the breach is capable of remedy, and such breach material violation is not cured within thirty (30) days after receipt of a written notice of such material violation from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that other party, any event which is analogous to any of then the events referred to in clause 7.3.2 in any part of the worldother party may terminate this Agreement immediately upon further written notice.
7.4. The obligations of (e) Upon the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement for any reason:
(includingi) the WVHIN shall immediately cease providing access to the HIE for the Participant and its Authorized Users, and the Participant and its Authorized Users shall stop accessing the HIE;
(ii) the Participant shall be removed from the WVHIN Provider Directory and from the WVDirect Directory; and
(iii) the parties shall promptly comply with the requirements of their Business Associate Agreement contained in Attachment C.
(f) Upon termination of this Agreement for any reason, neither party shall have any further obligations hereunder except for obligations accruing prior to the effective date of termination, and except for obligations, promises, or covenants contained herein which by their terms extend beyond the term of this Agreement, including without limitationlimitation Sections 1, claus- es 4, 5, this clause 7.46, 87, 9 and 10) shall survive any such expiration, termination or cancellation. Upon 8 of the expiration or termination of this Agreement, except as expressly set out hereinSections 12, all licences granted under this Agreement shall terminate 15, 18(e), 18(f), 18(g), 19, and Customer shall remove the Nuggets Marks 24(c) through 24(i) of these Terms and the links Conditions, and Attachment C.
(g) All accrued fees due and payable to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies WVHIN as of the Nuggets Container in its possession and con- trol; effective date of termination shall be paid by the Participant within sixty (b60) days following said effective date. Conversely, if the Participant has prepaid any fees as of the effective date of termination, the Participant shall be paid a pro rata refund of such prepayment within sixty (60) days following said effective date. Each party shall return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links Proprietary Information belonging to the Nuggets Services from other within sixty (60) days of the Customer Websiteseffective date of termination, App, Contact Centreor certify its destruction in writing to the other.
Appears in 2 contracts
Sources: Health Information Exchange Participation Agreement, Health Information Exchange Participation Agreement
Term and Termination. 7.1. Subject to 21.1 The Subscription Term shall commence on Subscription Start Date listed in the termination rights set out belowSales Order and, unless terminated earlier in accordance with the initial term terms of this Agreement, shall continue in force for the period set forth in the Sales Order (the “Initial Term”). This Agreement shall begin on the Effective Date and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall renew automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to at the end of the Initial Term or any subsequent for additional successive terms (the “Renewal Term/s”) at Cora’s then current terms and pricing, unless notice is given by either party one hundred eighty (180) days prior to expiration. The Renewal Term shall be equal in length to the Initial Term and any subsequent Renewal Terms shall be referred to as unless otherwise stated in the “Term”Sales Order.
7.2. 21.2 Either Party party may terminate this Agreement Agreement) with immediate effect by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.party if:
7.3. Either Party ("non-defaulting party"a) may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to if the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of any term of this Agreement and, if the which breach is capable of remedy, irremediable or (if such breach is not cured remediable) fails to remedy that breach within a period of thirty (30days after being notified in writing to do so.
b) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remediedan insolvency type event affecting either Party;
7.3.2. c) the defaulting party becomes insolvent (including being unable other Party suspends or ceases, or threatens to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities)suspend or cease, proposes an individual, company carrying on all or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any substantial part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the worldbusiness.
7.4. The obligations of 21.3 In the Parties under event this Agreement by their very nature is terminated for cause, all Sales Order and Statements of Works that have been placed under the Agreement shall continue beyond the expirationterminate automatically. Except as provided herein, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 each party’s further rights and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or obligations cease immediately on termination of this Agreement, except as expressly set out herein, all licences granted under . Termination of this Agreement shall terminate and not prejudice any rights of either party which may have arisen on or before the date of termination. Upon termination Customer shall remove immediately pay all unpaid sums under any terminated Sales Order or Statements of Work as well as any amounts that have accrued prior to termination and related taxes and expenses.
21.4 If the Nuggets Marks and the links to the Nuggets Services from Agreement is terminated by the Customer Website(s)within the Initial Term, App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies the remainder of the Nuggets Container in its possession license fees for the Subscription Term become due and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centreowing.
Appears in 2 contracts
Sources: Subscription Services Agreement, Subscription Services Agreement
Term and Termination. 7.1. Subject to the termination rights set out below, the 17.1 The initial term of this Agreement shall begin on (the Effective Date and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("“Initial Term"”) begins on ____________, 2016 (the “Commencement Date”). Thereafter, and continues for a period of seven Contract Years, unless extended as hereinafter provided.
17.2 At the end of the seventh Contract Year, this Agreement shall automatically renew for subsequent one (1) then continue on a year terms (each a "Renewal Term"), to year basis unless cancelled by either Party gives written notice of its intent by delivering not to renew no less than sixty (60) days prior 180 days’ notice to the end of the Initial Term or any subsequent Renewal Termother Party. The Initial Term and any subsequent Renewal Terms such renewal term shall collectively be referred to as (the “Term”).
7.2. 17.3 A Party may terminate this Agreement during the Term under the following circumstances:
(a) Either Party fails to pay any sum owed by it to the other Party under this Agreement within 15 days of the delivery to the defaulting Party of a notice of default; provided, however, that neither Party shall have a right to terminate this Agreement under this Section 17.3(a) with respect to any disputed amounts that remain outstanding in accordance with Section 3.3 of this Agreement.
(b) The Parties may terminate this Agreement by execution of a written agreement signed by authorized representatives of both Parties, in which event the termination shall be effective on the date specified in such agreement.
(c) Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to in the other Party, such notice to expire on the first anniversary event of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if (other than for failure of payment to which Section 17.3(a) shall apply) by the breach is capable of remedy, other Party upon not less than 30 days prior written notice to such defaulting Party unless such breach is not has been cured within thirty 30 days from receipt by the defaulting Party of such notice.
(30d) days Either Party may terminate this Agreement, in its entirety or with respect to a portion of a written notice the applicable Terminal only, in accordance with the provisions of Sections 4.6, 4.7, 12.3, or Section 26 of this Agreement.
17.4 Upon any termination of this Agreement, Customer shall arrange the removal of all Product from the non-defaulting party specifying the breach and requiring it applicable Terminal. Customer agrees to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except reimburse Owner for the purpose actual costs of a bona fide amalgamation or reconstruction)such removal, bankruptcy or dissolution (including which shall include the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit expense of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation necessary cleaning and restoration to that party, any event which is analogous to any their previous condition of the events referred to in clause 7.3.2 in any part of the worldTerminals, plus a 10% administrative fee.
7.4. The 17.5 Each Party’s obligations of the Parties under this Agreement by their very nature shall continue beyond end as of the expirationeffective date of its termination in accordance with this Agreement; provided, termination or cancellation of however, that each Party shall remain liable to the other hereunder with respect to (a) any obligations accruing under this Agreement prior to the effective date of such termination, including any indemnification obligations provided hereunder or (includingb) as otherwise provided in this Agreement. Notwithstanding anything in this Agreement to the contrary, without limitationSection 2.7, claus- es 4Section 2.8, 5Section 7, Section 8.2, Section 17.4, this clause 7.4Section 17.5, 8Section 20, 9 Section 21, Section 23, Section 24 and 10) Section 27 shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 2 contracts
Sources: Storage, Throughput and Handling Agreement (Blueknight Energy Partners, L.P.), Contribution Agreement (Blueknight Energy Partners, L.P.)
Term and Termination. 7.1. Subject to the termination rights set out below, the (a) The initial term of this Agreement shall begin be ten (10) years, commencing on the Effective Date and, subject to any termination rights, shall extend until date hereof (the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("“Initial Term"”), unless this Agreement is earlier terminated in accordance with this Section 7. ThereafterUpon expiration of the Initial Term, this Agreement shall automatically renew for subsequent one successive five (15) year terms (each a "Renewal Term")terms, unless either Party party gives written notice of its intent to the other party at least 60 days but not to renew no less more than sixty (60) 90 days prior to the end expiration of the Initial Term or any subsequent Renewal Termrenewal term that it has elected not to renew this Agreement for an additional five-year term. The Initial Term and any subsequent Renewal Terms shall be Term, together with each successive renewal term, is referred to as the “Term”.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to (b) Notwithstanding the other Partyforegoing, such notice to expire on either of CRESA or Capital Markets (the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party"“Principal Parties”) may terminate this Agreement in the event that the other party: (without prejudice i) fails to its other rights make any payment required by this Agreement within thirty (30) days of the date when due, and remediessuch failure continues for a period in excess of fifteen (15) with immediate effect days after receipt by the party responsible for such payment of written notice of such failure; (ii) fails to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a perform or observe any material breach of term or condition, covenant or warranty contained in this Agreement andAgreement, if the breach is capable of remedy, such breach which failure is not cured within thirty (30) days after written notice thereof; or (iii) ceases to do business or files a petition in bankruptcy (voluntary or involuntary), which in the case of an involuntary petition, is not vacated within 60 days.
(c) In addition to the foregoing, CRESA may terminate this Agreement (i) upon the good faith determination by its Board of Directors that either the financial results or the underlying transaction volume of Capital Markets is unsatisfactory; or (ii) in the event of a written notice from the non-defaulting party specifying the willful breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value by Capital Markets of its assets obligations under Section 6(b) above.
(d) In addition to the forgoing, Capital Markets may terminate this Agreement (i) upon the good faith determination by its general partner that either the financial results or the underlying transaction volume of Capital Markets is less than unsatisfactory; or (ii) in the amount event of a willful breach by CRESA of its liabilities taking into account its contingent obligation under Section 6(c) above.
(e) In the event of termination pursuant to this Section 7, except as otherwise set forth herein, no party shall have any further liability or obligation to the other party hereunder; provided, however, that each party shall pay to the other party all due and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any owing fees and charges incurred as of the events referred to in clause 7.3.2 in any part date of the worldtermination.
7.4. The obligations (f) Upon the termination of the Parties under this Agreement by their very nature any party, the license granted hereunder shall continue beyond terminate, and each party shall return to the expirationother party, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except certify as expressly set out hereindestroyed, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(stangible embodiments of such other party’s Confidential Information (as defined in Section 11 below), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 2 contracts
Sources: Licensing Agreement, Co Marketing and License Agreement (Ascendant Solutions Inc)
Term and Termination. 7.1. Subject to the termination rights set out below, the The initial term of this Agreement shall begin on the Effective Date date USER executes this Agreement and, subject to any termination rightsexcept as provided in this section of the Agreement, shall extend until continue for a period of one (1) year (the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("“Initial Term"”). Thereafter, this Agreement and shall be automatically renew renewed for subsequent one (1) year terms (each “Renewal Terms”) thereafter unless terminated by either party with at least thirty (30) days notice to the other party prior to renewal. COMPANY may immediately terminate this Agreement for cause for the following reasons: Breach of Agreement. In the event of a "Renewal Term")breach of this Agreement by USER, unless either Party gives COMPANY may give written notice of the breach and request corrective action. If USER has not either taken the requested action or begun a diligent prosecution thereof within fifteen days of receipt of the COMPANY’s notification, then COMPANY may, at its intent not option, send notice of termination. The notices described in this paragraph may be sent certified, registered or other verifiable mail or email to renew no less than sixty the terminated party at the addresses provided by USER. Insolvency. At COMPANY’s option, and upon written notice of the exercise of the option, this Agreement terminates upon the voluntary or involuntary bankruptcy or insolvency of USER. Fraud, etc. The fraud, misrepresentation, misappropriation of funds, or willful misconduct of USER. Other. For the USER’s violation of the provisions of Paragraphs 4, 5, 6, 7, 9, 11 & 13 of this Agreement. Changes in Terms and Early Termination: COMPANY may unilaterally change, delete, or add any term to this Agreement upon thirty (6030) days written notice to USER (the 30 day period being referred to hereinafter as the “30 Day Notice Period”, provided, however, that if such a change, deletion, or addition is not acceptable to USER, USER may terminate this Agreement upon ten (10) days written notice to COMPANY, which notice must be given prior to the end of the Initial Term or any subsequent Renewal Term30 Day Notice Period. The Initial Term and any subsequent Renewal Terms change, deletion, or addition made by COMPANY shall be referred to as become effective at the “Term”.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary end of the Effective Date.
7.330-Day Notice Period. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach Return of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Proprietary Information: Upon the expiration or termination of this Agreement, except as expressly set out herein, the parties will return to any furnishing party all licences granted under proprietary and confidential information received in connection with this Agreement and certify in writing to such furnishing party that such receiving party has not retained any copies of such proprietary or confidential information. Effect of Termination: The termination of this Agreement shall terminate and Customer shall remove not cause the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tretermination of any obligation which by its nature is a continuing obligation.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 2 contracts
Sources: User Agreement, User Agreement
Term and Termination. 7.1. Subject to the termination rights set out below, the initial 15.1 The term of this Agreement shall begin commence on the Effective Date andand shall continue for the term of the last to expire of the UW's intellectual property right controlling Licensed Products, subject to unless sooner terminated as set forth in this Agreement.
15.2 In the event of any termination rights, shall extend until the expiry material breach of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one by either party (1) year terms (each a "Renewal Term"other than any breach of Company's obligations under Paragraphs 10.2, 10.3, or 10.4), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to then the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms other party shall be referred entitled to as the “Term”.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior the breaching party written notice to of such termination, provided that:
(a) the terminating party has given the other Party, party written notice of such notice breach and its intent to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days after the date of such notice or such later date as may be specified by the terminating party; and
(b) the breach is not cured within the cure period specified in the terminating party's notice and (a) above or, if the breach cannot reasonably be cured within such cure period, the party in breach commences to cure the breach within such cure period and thereafter diligently pursues the same to completion; and
(c) the notice of termination is given prior to completion of the cure.
15.3 Company shall have a right to terminate this Agreement or any license granted herein, with or without cause, upon ninety (90) days' prior written notice from to UW.
15.4 Except as otherwise provided in Paragraph 10.5, the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors provisions under which this Agreement or any class of themlicenses, has a receiveroptions, administrator or manager appointed over the whole obligations may be terminated or any part of its busi- ness or assets; if any application for administration suspended shall be filed, order shall be made or resolution passed for its winding up (except in addition to any and all other legal remedies which either party may have for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit enforcement of any statutory moratorium; orand all terms hereof, and do not in any way limit any other legal remedy such party may have.
7.3.315.5 Termination of this Agreement shall terminate all rights and licenses granted to Company relating to Licensed Products. the defaulting party suffers or there occurs Further, in relation such event, Company shall assign to that party, any event which is analogous UW and/or to any of the events referred Developers as appropriate any and all Software Identifiers and Internet Domain Names, together with any goodwill if used as a trademark or service mark, ▇▇eviously assigned or transferred to Company by UW and/or Developers. Company may with the prior approval of UW fulfill any outstanding orders for the Licensed Products, and distribute any copies of Licensed Products remaining in clause 7.3.2 in any part its inventory for a period of ninety (90) days from the world.
7.4. The obligations date of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, .
15.6 Termination of any license granted herein shall terminate all licences rights granted by UW to Company under this Agreement shall terminate relating to Licensed Products except that Company may fulfill any outstanding order for the Licensed Products, and Customer shall remove the Nuggets Marks and the links to the Nuggets Services distribute any copies of Licensed Products remaining in its inventory for a period of ninety (90) days from the Customer Website(s), App, Contact Cen- tredate of termination of license.
7.5. Promptly following 15.7 Termination by UW or Company under the options set forth in this Agreement shall not relieve Company from any financial obligation to UW accruing prior to or after termination (or from performing according to any and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies other provisions of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links this Agreement expressly agreed to the Nuggets Services from the Customer Websites, App, Contact Centresurvive termination.
Appears in 2 contracts
Sources: License Agreement (Go2net Inc), License Agreement (Go2net Inc)
Term and Termination. 7.1. Subject to the termination rights set out below, the initial term of this 10.1 The Agreement shall begin will start on the Effective Date andDate, subject to any termination rights, shall extend until continue for the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall Subscription Term and will automatically renew for subsequent one (1) year terms (each a "successive Renewal Term")Terms, unless otherwise terminated as provided for herein.
10.2 Without affecting any other right or remedy available to it, either Party gives party may terminate the Agreement: (i) by giving at least 30 days’ written notice of its intent not to renew no less than sixty (60) days prior to the other party, effective at the end of the Initial Subscription Term or at the end of any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to , as the “Term”.
7.2. Either Party may terminate this Agreement applicable; or (ii) with immediate effect by giving no less than 2 months’ prior written notice to the other Party, such notice party if the other party: (a) fails to expire pay any amount due under the Agreement on the first anniversary of the Effective Date.due date for payment and remains in default more than 30 days after being notified in writing to make such payment;
7.3. Either Party ("non-defaulting party"b) may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this the Agreement and, if the and fails to remedy that breach is capable of remedy, within 30 days after being notified in writing to do so (unless such breach is cannot cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent , in which case, termination will be immediately effective); (including being c) is unable to pay its debts as they fall due and/or become due, makes a general assignment for the benefit of creditors, or makes a petition under applicable bankruptcy law, or a petition under applicable bankruptcy law is filed against that party, and that party has not secured a dismissal of that petition within 60 days after the value of its assets is less petition was filed; (d) undergoes a winding-up or dissolution (otherwise than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation merger or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managersreorganization); if it ceases or threatens to cease to carry on business or if it claims (e) is the benefit subject of any statutory moratorium; or
7.3.3. the defaulting party suffers events or there occurs in relation to that party, any event which is circumstances analogous to any the foregoing.
10.3 On termination of the events referred Agreement for any reason: (i) all licenses granted under the Agreement will immediately terminate (except those that are specifically stated in this agreement to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, survive termination or cancellation expiry of this Agreement or designated as perpetual); (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10ii) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out permitted herein, each party will return and make no further use of any software, equipment, property, and other items (and all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links copies of them) belonging to the Nuggets other party; (iii) Tessian shall no longer provide Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following to Customer; and (iv) Tessian will within 30 days of termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy as soon as reasonably practicable all copies of the Nuggets Container Customer Data in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links control except to the Nuggets Services from extent strictly necessary to comply with legal or regulatory obligations or as expressly permitted herein.
10.4 Those provisions, which by their nature survive termination, will continue after termination or expiration of the Customer WebsitesAgreement. Those provisions include, Appbut are not necessarily limited to: Sections 2.1, Contact Centre.2.2, 3.3, 4.1-4.3, 5, 6, 7.5, 9,
Appears in 2 contracts
Sources: Terms and Conditions, Terms and Conditions
Term and Termination. 7.1. Subject to This Agreement shall continue for so long as Motorola or NewCo still must perform any obligation under this Agreement but may be terminated earlier as provided in this Section by (a) Motorola, in the termination rights set out below, the initial term event of a continuing breach by NewCo of this Agreement or any other agreement between the Parties or (b) NewCo, in the event of a continuing breach by Motorola of this Agreement or any other agreement between the Parties, including any failure of any Party to make a payment or to provide letters of credit when due under this Agreement or any other agreement between the Parties (a “Financial Breach”). In the event of any such Financial Breach or other breach, the offending Party shall begin on use its commercially reasonable efforts to correct the Effective Date and, subject to any termination rights, shall extend until act or omission causing the expiry of three (3) years from breach promptly. If the Provisioning Configuration Date relating breach has not been cured to the Customer Websitesreasonable satisfaction of the aggrieved Party within twenty five days after it provides notice to the offending party, Appthe aggrieved party shall have the right to terminate the Agreement immediately. Notwithstanding the above, Contact Centre listed however, the aggrieved Party shall have the right to terminate the Agreement if a Financial Breach is not fully cured within ten days after the payment or letter of credit was due. Notwithstanding the above, an obligation which has not been performed as a result of an Excusable Delay shall not constitute a breach of this Agreement. If this Agreement is terminated as a result of a breach, as described in Schedule B ("Initial Term"). Thereafterthis Section, the aggrieved Party shall have all the rights and remedies provided by law; the aggrieved Party’s obligations under this Agreement shall also automatically renew for subsequent one be terminated (and the aggrieved Party may also terminate its obligations under all other agreements with the offending Party). Sections 1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term 3.A, 3.D, 5, 8, 10.D, 10.E, 12, 13, 14, 17, 19, and 20 through 26, and any subsequent Renewal Terms shall be referred to as the “Term”.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary letters of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties credit provided under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) any related agreement shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 2 contracts
Sources: Transition Services, Products and Asset Agreement, Transition Services, Products and Asset Agreement (Iridium Communications Inc.)
Term and Termination. 7.1. Subject to 15.1 The Contract shall commence on the termination rights set out belowdate when the Contract Particulars have been signed by both parties or, if signed on two different dates, the initial term later of this Agreement those dates (Effective Date) and shall begin on continue for the Effective Date and, subject to any termination rights, Initial Term and shall extend until the expiry be automatically renewed for successive periods of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms 12 months (each a "Renewal Term"Period), unless unless:
15.1.1 either Party gives written notice party notifies the other party of its intent not to renew no less than sixty (60) termination, in writing, at least 90 days prior to before the end of the Initial Term or 30 days before the end of any subsequent Renewal Term. The Period, in which case the Contract shall terminate upon the expiry of the applicable Initial Term and any subsequent or Renewal Terms shall be referred to as Period; or
15.1.2 otherwise terminated earlier in accordance with the “Term”provisions of the Contract.
7.2. Either Party 15.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement the Contract with immediate effect by giving no less than 2 months’ prior written notice to the other Party, such notice party if:
15.2.1 the other party fails to expire pay any amount due under the Contract on the first anniversary of the Effective Date.due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment;
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to 15.2.2 the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if any other term of the Contract which breach is capable of remedy, irremediable or (if such breach is not cured remediable) fails to remedy that breach within thirty (30) a period 30 days of a written notice from the non-defaulting party specifying the breach and requiring it after being notified in writing to be remedieddo so;
7.3.2. 15.2.3 the defaulting other party becomes insolvent (including being repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;
15.2.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due and/or that or admits inability to pay its debts or is deemed unable to pay its debts within the value meaning of its assets is less than section 123 of the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether Insolvency Act 1986;
15.2.5 the other party commences negotiations with all of its creditors or any class of themits creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
15.2.6 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
15.2.7 the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
15.2.8 a receiver, administrator person becomes entitled to appoint a receiver over the assets of the other party or manager a receiver is appointed over the assets of the other party;
15.2.9 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its busi- ness the other party's assets and such attachment or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; orprocess is not discharged within 14 days;
7.3.3. the defaulting party suffers or there occurs in relation to that party, 15.2.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is analogous subject that has an effect equivalent or similar to any of the events referred mentioned in condition 15.2.4 to in clause 7.3.2 in any condition 15.2.9 (inclusive); or
15.2.11 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of the worldits business.
7.4. The obligations 15.3 On termination of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive Contract for any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, reason:
15.3.1 all licences granted under this Agreement the Contract shall terminate immediately terminate;
15.3.2 each party shall return and Customer shall remove the Nuggets Marks make no further use of any equipment, property, information and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination other items (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of them) belonging to the Nuggets Container other party;
15.3.3 Posturite may destroy or otherwise dispose of any of the Customer Data in its possession unless Posturite receives, no later than 10 Business Days after the effective date of the termination of the Contract, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Posturite shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and con- trolcharges outstanding at and resulting from termination (whether or not due at the date of termination); (b) return (and
15.3.4 any rights, remedies, obligations or at Nuggets’ written instruction, destroy) all Nuggets Confidential Informationliabilities of the parties that have accrued up to the date of termination, including all Nuggets Documentation the right to claim damages in Customer’s possession and/or control; and (c) remove respect of any breach of the links to Contract which existed at or before the Nuggets Services from the Customer Websites, App, Contact Centredate of termination shall not be affected or prejudiced.
Appears in 2 contracts
Sources: Contract for Provision and Use of E Learning Product, Contract for Provision and Use of E Learning Product
Term and Termination. 7.1. Subject to 9.1 This Agreement is effective from the termination rights Start Date as set out belowin the SOW and unless terminated earlier in accordance with this clause 9, shall continue for the initial term of as set out in the SOW.
9.2 Without prejudice to any rights that have accrued under this Agreement shall begin on the Effective Date and, subject to or any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to the end of the Initial Term rights or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”.
7.2. Either remedies, either Party may terminate this the Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by giving written notice to the other Party ("defaulting party"):if:
7.3.1. if 9.2.1 the defaulting party other Party commits a material breach of any term of this Agreement and, and (if the breach is capable of remedy, such breach is not cured remediable) fails to remedy that breach within thirty (30) a period of 45 days after being notified in writing to do so; or
9.2.2 the other Party suspends, or threatens to suspend, payment of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being its debts; is unable to pay its debts as they fall due and/or that or admits inability to pay its debts; or (being a company) is deemed unable to pay its debts within the value meaning of its assets is less than section 123 of the amount of its liabilities taking into account its contingent and prospective liabilities), proposes Insolvency Act 1986; (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, company or partnership voluntary arrangementin either case, whether with all within the meaning of its creditors or section 268 of the Insolvency Act 1986; (being a partnership) has any class partner to whom any of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; orforegoing apply;
7.3.3. the defaulting party suffers or there occurs in relation to that party, 9.2.3 any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is analogous subject that has an effect equivalent or similar to any of the events referred to mentioned in clause 7.3.2 in any 9.2.2; or
9.2.4 the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of the worldits business.
7.4. The 9.3 Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement will remain in full force and effect.
9.4 Termination of this Agreement, for any reason, will not affect the accrued rights, remedies, obligations or liabilities of the Parties under this Agreement by their very nature shall continue beyond the expiration, existing at termination.
9.5 Upon termination or cancellation of this Agreement for any reason:
9.5.1 Panoptics will immediately cease provision of the Services and Deliverables;
9.5.2 the Customer will be liable to pay on demand all reasonable charges, expenses or other costs sustained or incurred by Panoptics up until the effective date of termination of the Agreement (includingincluding without limitation with respect to the Panoptics Equipment), without limitationsubject to Panoptics confirming such charges, claus- es 4expenses or costs to the Customer in writing.
9.5.3 unless required to be retained by law, 5each Party will promptly return or destroy (at the disclosing Party’s option) and make no further use of any equipment, this clause 7.4property, 8materials and other items (and all copies of them) belonging to the other Party;
9.5.4 the Customer will promptly return any Panoptics Equipment and in the event the Customer fails do so, 9 Panoptics reserves the right to enter the Customer’s premises and 10) shall survive take possession of such equipment. The Customer acknowledges and agrees until time as the Panoptics Equipment is back in Panoptics’ possession, the Customer is solely responsible for its safekeeping.
9.5.5 Panoptics may destroy or otherwise dispose of any such expirationCustomer Materials in its possession unless Panoptics receives, termination or cancellation. Upon no later than 10 days after the expiration or effective date of the termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove a written request for the Nuggets Marks and the links delivery to the Nuggets Services from Customer of the most recent backup of the Customer Website(s)data. Panoptics will use reasonable commercial efforts to deliver the backup to the Customer within 30 days of its receipt of such a written request, Appprovided that the Customer has, Contact Cen- tre.
7.5. Promptly following at that time, paid all Charges and other expenses outstanding at, and resulting from, termination (and whether or not due at the date of termination). The Customer will pay all reasonable expenses incurred by Panoptics in any event, no more than one (1) business day), returning or disposing of Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact CentreMaterials.
Appears in 2 contracts
Sources: Terms and Conditions, Standard Terms and Conditions
Term and Termination. 7.11. Subject to the termination rights set out below, the initial term of this The Agreement shall begin come into force on the Effective Date andagreed commencement date and shall continue for an agreed Term from that date, subject to the provisions of Clause 9 of the Agreement.
2. Either Party shall have the right, exercisable by giving not less than 4 weeks written no- ▇▇▇▇ to the other at any termination rights, shall extend until time prior to the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed term specified in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to the end sub-Clause 9.1 of the Initial Term Agreement (or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred further period for which the Agreement has been extended) to as ex- tend the “Term”Agreement for a further period.
7.23. Either Party may terminate this the Agreement by giving no to the other not less than 2 months’ prior 4 weeks written notice, to expire on or at any time after the minimum term of the Agreement (which shall be defined in the Agreement).
4. Either Party may immediately terminate the Agreement by giving written notice to the oth- er Party if:
1. any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 30 Business Days of the due date for payment;
2. an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
3. the other Party makes any voluntary arrangement with its creditors or, be- ing a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
4. the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company individual or partnership voluntary arrangement, whether with all of its creditors or any class of themfirm, has a receiverbankruptcy order made against it or, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filedbeing a company, order shall be made or resolution passed for its winding up goes into liquidation (except for the purpose purpos- es of a bona fide amalgamation or reconstructionre-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or as- sume the obligations imposed on that other Party under the Agreement), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or;
7.3.35. the defaulting party suffers or there occurs in relation to that party, any event which is anything analogous to any of the events referred foregoing under the law of any jurisdiction occurs in relation to in clause 7.3.2 in the other Party;
6. that other Party ceases, or threatens to cease, to carry on business; or
7. control of that other Party is acquired by any part person or connected persons not having control of that other Party on the date of the worldAgreement. For the purposes of Clause 10, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
7.45. For the purposes of sub-Clause 9.4.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
6. The obligations rights to terminate the Agreement shall not prejudice any other right or remedy of ei- ther Party in respect of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination breach concerned (if any) or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- treother breach.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Term and Termination. 7.111.1. Subject This Agreement shall come into full force and effect from the Agreement Date and shall remain valid and binding on the Parties until such time that it is terminated in accordance with Clauses 11.2 to 11.4 (Term and Termination).
11.2. This Agreement may be terminated prior to the termination rights set out belowClosing Date, by written mutual consent of the Parties. For avoidance of doubt, the initial term Purchaser shall have a right to terminate this Agreement on the occurrence of any termination event under the 360 One10 SPA I, the 360 One9 SPA I or the 360 One9 SPA II.
11.3. This Agreement shall terminate and cease to exist automatically on the RHP Filing Date without any further action from the parties. However, if the IPO is not completed within 60 (sixty) days of the RHP Filing Date, the Parties agree that the provisions of this Agreement shall begin (as existing prior to the RHP Filing Date) shall: (i) immediately and automatically stand reinstated, with full force and effect, without any further action or deed required on the Effective Date and, subject to part of any termination rights, shall extend until Party and the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, waivers provided under this Agreement shall automatically renew for subsequent one stand rescinded; and (1ii) year terms be deemed to have been in force during the period between date of execution of this Agreement and the RHP Filing Date, without any break or interruption whatsoever, and (iii) all the rights of each a "Renewal Term")of the Shareholders shall, unless either Party gives written notice of its intent not be deemed to renew no less than sixty (60) days have been restored to the position existing prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective RHP Filing Date.
7.311.4. Either Party ("non-defaulting party") This Agreement may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect be terminated at the option of the Purchaser, by written notice to the other Party ("defaulting party"):
7.3.1. Parties if the defaulting party commits Closing has not occurred on or prior to the Long Stop Date (including non-completion of the Conditions Precedent on or prior to the Long Stop Date).
11.5. Save and except as otherwise expressly provided under this Agreement, the right to terminate above shall be without prejudice to all other rights and remedies available to a material breach Party under applicable Law.
11.6. The termination of this Agreement and, if the breach is capable of remedy, such breach is shall not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or relieve any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit Party of any statutory moratorium; or
7.3.3. the defaulting party suffers obligations or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links liabilities accrued prior to the Nuggets Services from the Customer Website(s), App, Contact Cen- tredate of termination.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 2 contracts
Term and Termination. 7.110.1. Subject This Agreement shall continue in full force and effect until terminated in accordance with the terms hereof.
10.2. This Agreement shall automatically terminate upon the earlier of (i) expiration of the Option Period if Teva does not exercise the License Option within such Option Period; and (ii) Teva failing to provide funding as required for the continuation of the R&D Program over and above Cell Cure’s Participation pursuant to Section 2.1.7 above. For the avoidance of doubt, upon the termination of this Agreement pursuant to this Section 10.2, Teva shall have no rights set out belowin any Cell Cure IP and any information sublicensed to Teva hereinunder and Teva shall promptly transfer to Cell Cure, upon its written request, all related documents, instruments, records and data generated, developed or disclosed to it during the initial term of this Agreement and the R&D Program, in its possession, and shall begin on be allowed to retain one copy for archival purposes.
10.3. At any time, Teva shall have the Effective Date and, subject right at its sole discretion to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, terminate this Agreement shall automatically renew for subsequent one any or for no reason, by providing Cell Cure with thirty (130) year terms (each a "Renewal Term"), unless either Party gives days’ written notice of its intent such decision. In this event Teva shall not be obliged to renew no less than sixty (60) days prior pay any compensation to the end Cell Cure as a result of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”such termination.
7.210.4. Either Without derogating from any other remedies that either Party may have under the terms of this Agreement or at law, each Party shall have the right to terminate this Agreement by giving no less than 2 months’ prior written notice to upon the other Party, such notice to expire on the first anniversary occurrence of any of the Effective Date.following:
7.310.4.1. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the and fails to remedy that breach is capable of remedy, such breach is not cured within thirty forty-five (3045) days of a written notice from after being requested to do so by the non-defaulting party specifying breaching Party; or
10.4.2. upon the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value filing or institution of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities)bankruptcy, proposes reorganization, liquidation or receivership proceedings, or upon an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose assignment of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including substantial portion of the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims assets for the benefit of creditors by the other Party; provided, however, in the case of any statutory moratorium; or
7.3.3. involuntary bankruptcy, reorganization, liquidation, receivership or assignment proceeding such right to terminate shall only become effective if such other Party consents to the defaulting party suffers involuntary proceeding or there occurs in relation to that party, any event which such proceeding is analogous to any of not dismissed within ninety (90) days after the events referred to in clause 7.3.2 in any part of the worldfiling thereof.
7.410.5. The Without derogating from and subject to Teva’s obligations pursuant to Section 10.6 below, upon the termination of the Parties under this Agreement by their very Teva for any reason whatsoever after Teva has exercised the License Option:
10.5.1. the License granted to Teva by Cell Cure shall be terminated;
10.5.2. Teva, its Sublicensees and Further Sublicensees shall cease all use of the Cell Cure IP and Licensed Product including the commercialization of Licensed Product;
10.5.3. Each Party, at the written request of the other Party, shall immediately return to the other Party all materials, reports, updates, documentation, written instructions, notes, memoranda, discs or records or other documentation or physical matter of whatsoever nature shall continue beyond or description provided by the expirationother Party, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any except in the event that such expiration, termination or cancellation. Upon material is owned by such Party pursuant to the expiration or termination terms of this Agreement, except and provided that each Party shall be allowed to retain one copy for archival purposes;
10.5.4. At the request of either Party, the other Party shall execute and deliver such assignments and licenses and other documents as expressly may be necessary to fully vest in the requesting Party all right, title and interest to which it is entitled pursuant to this Section 10; and
10.5.5. Each Party shall be entitled to collect any debt then owed to it by the other Party.
10.6. In addition to the provisions set out hereinforth in Section 10.5 above, upon the termination of this Agreement by Teva pursuant to Section 10.3 above or by Cell Cure pursuant to Section 10.4 above, after Teva has exercised the License Option:
10.6.1. Teva shall promptly transfer to Cell Cure, upon Cell Cure’s written request, all licences granted under documents, instruments, records and data relevant to the development or commercialization of Licensed Product generated, developed or disclosed to it during the term of this Agreement Agreement, including, but not limited to, all documentation and information related to the Teva IP, in its possession, that are solely and directly related to Licensed Product, and shall terminate and Customer be allowed to retain one copy for archival purposes;
10.6.2. Teva shall remove the Nuggets Marks provide Cell Cure with a report summarizing its development activities and the links results up to termination;
10.6.3. Teva shall be deemed without any further action to have granted to Cell Cure a non-exclusive, worldwide license (including the Nuggets Services from the Customer Website(sright to grant sublicenses), Appunder Teva’s interest in any Teva IP that is solely and directly related to Licensed Product, Contact Cen- treto develop, have developed, make, have made, use, have used, offer for sale, sell, have sold, import and have imported Licensed Product; and
10.6.4. Teva shall transfer and assign to Cell Cure all existing marketing applications, registrations, marketing approvals, pricing approvals and similar rights with respect to Licensed Product.
7.510.7. Promptly following Save as otherwise provided in this Agreement, any provision that by its nature is intended to survive termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies or expiry shall survive the termination or expiry of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centrethis Agreement.
Appears in 2 contracts
Sources: Research and Exclusive License Option Agreement (Biotime Inc), Research and Exclusive License Option Agreement (Biotime Inc)
Term and Termination. 7.1. Subject to 12.1 This Agreement and the termination rights set out below, Licence Agreement that is entered into on the same date shall become effective as from the date of signature and shall for each Product be concluded an initial term of 5 years starting from its Launch Date and shall thereafter be renewed automatically on an annual and Product-by-Product basis unless either party provides the other with not less than 6 months' prior written notice of its intention not to renew.
12.2 Notwithstanding Clause 12.1 above, this Agreement may be terminated earlier in the way and manner described below:
12.2.1 In the event that a Party to this Agreement should be dissolved, becomes insolvent, makes a voluntary or involuntary assignment of assets for the benefit of creditors, be assigned in bankruptcy court, or otherwise be faced with circumstances reasonably warranting the conclusion that, that Party will not be able within the foreseeable future, to adequately comply with its obligations under this Agreement, then the other Party to this Agreement may terminate the Agreement immediately, by giving notice of its intention to terminate in writing, and without the Party thereby being terminated having any entitlement to compensation under whatever title;
12.2.2 Either Party shall begin on have the Effective Date and, subject right to any termination rights, shall extend until the expiry of terminate this Agreement upon three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by months written notice to the other Party in the event of any ("defaulting party"):direct or indirect) voluntary, involuntary or compulsory change in the ownership of the other Party, without any entitlement to compensation under whatever title. This right of termination is in addition to and shall not limit TEVA's right to terminate under Article 10.
7.3.1. if 12.3 Notwithstanding Clause 12.1 above, this Agreement may be terminated earlier and in part on a Product-by-Product basis in the defaulting party way and manner described below:
12.3.1 If one of the Parties to this Agreement commits a material breach of any provision of this Agreement and, if pertaining to a certain Product and fails to remedy such breach within forty-five (45) days after written notification of the breach by the Party not in default, then, the Party not in default shall have the right to terminate this Agreement in regard of that relevant Product. If it is apparent that such breach is not capable of remedy, such breach is the Party not cured within thirty (30) days in default shall have the right to terminate this Agreement in regard of a that relevant Product immediately on the date of its written notice from notification of the non-defaulting party specifying the breach and requiring it to be remediedbreach;
7.3.2. 12.3.2 In the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value event of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement upon three (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 3) months written notification by either Party pursuant to Clause 5.2 and 10Article 10 and upon three (3) shall survive any such expiration, termination or cancellation. Upon the expiration or termination months written notification by TEVA pursuant to Clause 4.2 of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 2 contracts
Sources: Supply Agreement (Bentley Pharmaceuticals Inc), Supply Agreement (Bentley Pharmaceuticals Inc)
Term and Termination. 7.119.1. Subject to the termination rights set out below, the initial term of this Agreement shall begin on This Contract is effective from the Effective Date andand shall remain in force, subject to any absent earlier termination rightsin accordance with this Section 19., shall extend until the expiry for a term of three seven (37) years from (the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("“Initial Term"”). Thereafter, this Agreement and shall automatically renew extend for subsequent one a further term of two (12) year terms years (each a "the “Renewal Term"”), unless either Party gives at least eighteen (18) months’ written notice of its intent not to renew no less than sixty (60) days prior to terminate the Contract at the end of the Initial Term or at any subsequent time during the Renewal Term. The Parties may mutually agree to extend the term of this Contract following the end of the first Renewal Term for further periods of two (2) years, and each such two (2) year period shall be an additional Renewal Term. The Initial Term and any subsequent Renewal Terms Term(s) shall be referred to as constitute the “Term”. [***].
7.219.2. Either Party may terminate Termination of this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective DateContract shall not [***].
7.319.3. Either If a Party ("non-defaulting party") may terminate materially breaches any material term or condition of this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to Contract, the other Party ("defaulting party"):
7.3.1. if may notify the defaulting party commits a material breach breaching Party in writing of this Agreement andsuch breach, if setting forth the nature of the breach is capable of remedy, in reasonable detail. If the breaching Party fails to cure such breach is not cured within thirty (30) days [***] after the receipt of a written the foregoing notice from the non-defaulting party specifying breaching Party, the breach and requiring it non-breaching Party may terminate this Contract effective immediately upon a second written notice to be remedied;the breaching Party.
7.3.219.4. Customer may terminate this Contract at its election on [***] written notice to ▇▇▇▇▇▇▇▇▇▇ if the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities)Initial Technology Transfer has finally not been completed by June 30, proposes an individual2017, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous subject to any of the events referred Exit Fees payable under Section 10. for any Binding Forecast placed by Customer prior to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expirationsuch termination, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: provided that (a) cease using this Section 19.4. shall not apply if the failure to complete the Initial Technology Transfer by June 30, 2017 is the result of Customer’s [***] or [***] in [***] necessary for ▇▇▇▇▇▇▇▇▇▇ to [***], and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instructionif the Initial Technology Transfer is completed after June 30, destroy) all Nuggets Confidential Information2017, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove Customer has not exercised its right to terminate the links Contract under this Section 19.4. prior to such completion of the Nuggets Services from the Initial Technology Transfer, Customer Websites, App, Contact Centreshall have [***] under this Section 19.4.
Appears in 2 contracts
Sources: Commercial Supply Agreement, Commercial Supply Contract (Prothena Corp PLC)
Term and Termination. 7.1. Subject to the termination rights set out below, the initial term of this 9.1 This Agreement shall begin commence on the Effective Date and, subject to any termination rightsunless earlier terminated in accordance with this Clause 9, shall extend until the expiry continue in full force and effect without limit of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”period.
7.2. Either Party 9.2 Licensor may terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect immediately at any time by written notice to Licensee if:
(a) either of the other Party ("defaulting party"):
7.3.1. if parties constituting the defaulting party Licensee commits a material breach of this Agreement and, if the (including any breach is capable of remedy, such breach its payment obligations under this Agreement) which is not cured remediable, or if remediable, it has failed to remedy within thirty (30) days of a receiving written notice from the non-defaulting party specifying the breach and requiring it to be remedieddo so;
7.3.2. (b) the defaulting party Purchaser fails to pay any of the Deferred Consideration properly due under the Share Purchase Agreement within thirty (30) days of the due date for payment;
(c) any of the Intra Group Guarantees are enforced against any member of the Seller’s Group;
(d) either of the parties constituting the Licensee ceases to do business, becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets due, becomes or is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of themdeemed insolvent, has a receiver, administrator manager, administrator, administrative receiver or manager similar officer appointed over in respect of the whole or any part of its busi- ness assets or assets; if business, makes any application for administration shall be filedcomposition or arrangement with its creditors, takes or suffers any similar action in consequence of debt, an order shall be made or resolution passed is made for its winding up dissolution or liquidation (except other than for the purpose of a bona fide solvent amalgamation or reconstruction), bankruptcy enters into liquidation whether compulsorily or dissolution voluntarily or any equivalent or similar action or proceeding is taken or suffered in any jurisdiction;
(e) either of the parties constituting the Licensee challenges or disputes the validity or ownership of, or takes any step inconsistent with, any of the Trade Marks or Domain Names, including by taking any action either directly or indirectly to oppose the appointment renewal of provisional liq- uidators/interim receivers or special managers); if it to cancel any registration of the Trade Marks or Domain Names;
(f) either of the parties constituting the Licensee ceases to use the Trade Marks or threatens Domain Names in relation to cease the Goods and Services in the Territory or ceases to carry on business operate ten (10) or if it claims more Borders Stores in the benefit Territory for a continuous period of any statutory moratoriumtwelve (12) months;
(g) either of the parties constituting the Licensee acts in a manner which results in material damage to the reputation of the Trade Marks or Domain Names;
(h) the Company undergoes a Change of Control except in relation to a transfer to an Investor Affiliate;
(i) a Competitor of the Licensor acquires a legal or beneficial interest of 20% or more in either of the parties constituting the Licensee without the Licensor’s prior written consent; or
7.3.3. (j) any Sub-Licensee either (i) does any act or fails to take any action if such act or omission would constitute a material breach of this Agreement if taken by, or was the defaulting party suffers responsibility of (as appropriate), Licensee; or there occurs (ii) commits a material breach of its sub-licence which is not remediable or, if remediable, Sub-Licensee has failed to remedy within thirty (30) days of Licensor notifying Licensee of the relevant breach.
9.3 This Agreement shall immediately terminate in relation to that party, any event which is analogous Borders Books Ireland Limited if Borders Books Ireland Limited undergoes a Change of Control except in relation to any of a transfer to an Investor Affiliate. A termination in such circumstances shall not affect the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation terms of this Agreement with Borders (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10UK) Limited which shall survive any such expiration, termination or cancellation. continue on the terms set out herein.
9.4 Upon the expiration expiry or termination of this Agreement, except as expressly set out herein, Agreement for any reason:
(a) all rights and licences granted to Licensee under this Agreement shall terminate within 90 days cease immediately, and Customer Licensee shall, subject to the remainder of this Clause 9.3, cease all activities authorised by this Agreement and Licensee shall not thereafter use or apply the Domain Names or any of the Trade Marks or any marks or domain names which are confusingly similar, and shall procure that any Sub-Licensee(s) do likewise;
(b) Licensee shall ensure that all references to the Trade Marks or Domain Names on its or its Sub-Licensee’s premises, vehicles, business documents or other documents or materials of any nature are removed and shall remove the Nuggets Marks and the links any reference to the Nuggets Services from Trade Marks in its company and/or trading name; and
(c) each party shall promptly return and procure the Customer Website(s)return to the other party, Appor, Contact Cen- tre.
7.5. Promptly following termination at the other party’s direction, destroy, all property of the other party (including without limitation, all Confidential Information) then in its possession, custody or control and in shall not retain any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (same.
9.5 Termination of this Agreement for any reason shall not give either party the right to claim any compensation, indemnity or reimbursement whatsoever from the other by reason of such termination, but termination shall be without prejudice to any rights or remedies available to, or any obligations or liabilities accrued to, either party at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; the effective date of termination and (csubject to clause 8.3(c)) remove the links shall not affect any sub-licences granted by Licensee pursuant to the Nuggets Services from the Customer Websites, App, Contact Centreterms of this Agreement.
Appears in 2 contracts
Sources: Brand License Agreement, Brand Licence Agreement (Borders Group Inc)
Term and Termination. 7.1. Subject to the termination rights set out below, the initial The original term of this Agreement shall begin commence on the Effective Date and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, unless this Agreement is otherwise terminated, the term shall automatically renew for subsequent one continue until a Party elects to terminate this Agreement by providing the other Party with at least thirty (130) year terms (each a "Renewal Term"), unless either Party gives days’ prior written notice of its intent intention to terminate. Upon termination of this Agreement, Subscriber shall cease any and all use of the Service. Notwithstanding the foregoing, this Agreement may also be terminated by:
A. Either Party in the event of a material breach of an obligation, upon not to renew no less than sixty fifteen (6015) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”.
7.2. Either Party may terminate this Agreement by giving no less than 2 monthsdays’ prior written notice to the other breaching Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement andunless, if the material breach is capable of remedybeing cured, such the material breach is not cured within thirty (30) days of a written the notice from the non-defaulting party specifying the breach and requiring it to be remediedperiod;
7.3.2. B. Nasdaq, immediately, in the defaulting party event that the Subscriber becomes insolvent (including being unable to insolvent; or the Subscriber makes an assignment for the benefit of creditors; or the Subscriber does not pay its debts as they fall become due and/or or admits, in writing, its inability to pay its debts when due; or when Subscriber becomes the subject of any proceedings of bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors;
C. Nasdaq, immediately, in the event that the value of its assets Subscriber is less than not permitted to receive or Nasdaq is prevented from disseminating the amount of its liabilities taking into account its contingent and prospective liabilities)Service, proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part thereof; or any representation, warranty or certification made by Subscriber in this Agreement or in any other document furnished by Subscriber is, as of its busi- ness or assets; if any application for administration shall be filed, order shall be the time made or resolution passed for furnished, false or misleading; or that Nasdaq, in its winding up sole discretion, determines that any material failure on the part of the Subscriber to comply with this Agreement has or is likely to have an adverse impact on the operation or performance of the System or Service or on a market;
D. Nasdaq, upon not less than fifteen (except for 15) days’ prior written notice, in the purpose of a bona fide amalgamation event that any representation, warranty or reconstruction), bankruptcy certification made by Subscriber in this Agreement or dissolution (including in any other document furnished by Subscriber becomes untrue or inaccurate and is not made true or accurate within the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratoriumnotice period; or
7.3.3E. Nasdaq, upon not less than thirty (30) days’ prior written notice, should it determine that it will cease providing the same class of Service to all other eligible individuals or entities that were receiving the same class of Service as Subscriber.
F. Nasdaq, immediately, in the event that Subscriber has materially violated or is about to materially violate any applicable law, rule or regulation in connection with its use of the System and /or the Service. the defaulting party suffers or there occurs The right of termination set forth herein is in relation to that party, any event which is analogous addition to any of other remedy at law or in equity that is available to one Party with respect to a breach by the events referred to in clause 7.3.2 in any part of the worldother.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 2 contracts
Sources: Terms of Use Agreement, Terms of Use Agreement
Term and Termination. 7.1. Subject to the termination rights set out below, the initial term of this 13.1 This Agreement shall begin on remain in effect for sixty (60) months from the Effective Date and, subject to any termination rights, shall extend until (the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). ThereafterAfter the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement by the parties in the form of an amendment to this Agreement. If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term. However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement. Notwithstanding the provisions of this section or of any other provisions of this Agreement, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term")may be terminated prior to the expiration of its stated term as set forth below.
13.2 Either party may terminate this Agreement at any time during the term of this Agreement if either party fails materially to comply with any covenant, unless either Party gives term, or provision of this Agreement, by written notice of its intent given to the other party not to renew no less than sixty thirty (6030) days prior to the end effective date of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”.
7.2such termination. Either Party may party's right to terminate this Agreement by giving no less than 2 months’ prior under this Section 13.2 may not be exercised unless said party shall have given the other party written notice to of the failure, and the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is has not cured the failure within the thirty (30) days of a written day period following notice from the non-defaulting said party.
13.3 This Agreement terminates automatically for just cause, with no further act or action of either party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent if: (including being unable to pay a) a receiver is appointed for Distributor or its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes property; (b) Distributor makes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application assignment for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of its creditors; (c) any statutory moratoriumproceedings are commenced by, for, or against Distributor under any bankruptcy, insolvency, or debtor's relief law; oror (d) Distributor is liquidated, dissolved, or otherwise terminates its activities.
7.3.3. 13.4 In the defaulting event of termination by either party suffers for any reason, Distributor shall provide Airspan with lists of existing customers as well as other information necessary for an orderly changeover of representation in the Territory.
13.5 Upon termination, Distributor shall immediately return to Airspan all Confidential Information, and Distributor agrees that neither it nor any company or there occurs in relation to that party, any event which is analogous organization controlled or directed by it shall divulge the contents of such material to any of person at any time, notwithstanding the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement.
13.6 Airspan shall not be liable to Distributor for damages of any kind, except as expressly set out hereinincluding incidental or consequential damages, all licences granted under on account of the termination of this agreement in accordance with this section 13. Airspan shall not be liable to Distributor on account of termination or expiration of this Agreement shall terminate and Customer shall remove for reimbursement or damages for loss of goodwill, prospective profits, or anticipated orders, or on account of any expenditures, investments, leases, or commitments made by either party, or for any other reason whatsoever based upon or growing out of such termination or expiration. Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tretermination or expiration of this Agreement.
7.5. Promptly following termination (13.7 Distributor acknowledges and in any event, no more than one (1) business day), Customer willagrees that: (a) cease using Distributor has no expectation and destroy all copies has received no assurances that its business relationship with Airspan will continue beyond the states term of this agreement or its earlier termination in accordance with this section, that any investment by Distributor in the Nuggets Container in its possession promotion of Airspan's Products will be recovered or recouped, or that Distributor shall obtain any anticipated amount of profits by virtue of this Agreement; and con- trol; (b) return (Distributor shall not have or at Nuggets’ written instructionacquire by virtue of this Agreement or otherwise any vested, destroy) all Nuggets Confidential Informationproprietary, including all Nuggets Documentation or other right in Customer’s possession and/or control; the promotion of Airspan's Products or in any goodwill created by its efforts hereunder.
13.8 This Section 13.8, as well as the provisions of Sections 9, 10, 11, 16, 17 and (c) remove 18, shall survive the links to the Nuggets Services from the Customer Websites, App, Contact Centre.termination of this Agreement. -------------------------------------------------------------------------------
Appears in 2 contracts
Sources: Distributor Agreement (Airspan Networks Inc), Distributor Agreement (Airspan Networks Inc)
Term and Termination. 7.1. Subject 11.1 Unless otherwise agreed in a Sales Order Form and subject always to either party’s entitlement to terminate pursuant to this clause 11: (a) the termination rights set out below, the initial term of this Agreement shall begin commence on the Effective Date andand shall continue for the Initial Subscription Term; and (b) after the Initial Subscription Term, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms successive periods equal to the Initial Subscription Term (each a "“Renewal Term"), Period”) unless either Party party gives written notice of its intent to the other to terminate the Agreement not to renew no less than sixty (60) 60 days prior to before the end of the Initial Subscription Term or any subsequent Renewal TermPeriod (as the case may be), in which case the Agreement shall terminate at the end of the Initial Subscription Term or Renewal Period (as applicable). The Initial Subscription Term and together with any subsequent Renewal Terms Periods shall be referred to as constitute the “Subscription Term”.
7.2. Either Party 11.2 Without prejudice to any other rights or remedies which the parties may have, Qubit may terminate this the Agreement by without liability to the Customer immediately on giving no written notice to the Customer if the Customer fails to pay any undisputed amount due under the Agreement on the due date for payment and remains in default not less than 2 months’ prior 30 days after being notified in writing to make such payment.
11.3 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Agreement without liability to the other immediately on giving written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.if:
7.3. Either Party ("non-defaulting party"a) may terminate this Agreement (without prejudice to its other rights and remediesi) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a is in material breach of this the Agreement and, if where the breach is incapable of remedy; or (ii) the other party is in material breach of the Agreement where the breach is capable of remedy, such remedy and fails to remedy that breach is not cured within thirty fourteen (3014) days of a after receiving written notice from of such breach; or
(b) the non-defaulting other party specifying enters into an arrangement or composition with or for the breach and requiring benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or
(c) any analogous event happens to the other party in any jurisdiction in which it to be remediedis incorporated or resident or in which it carries on business or has assets.
11.4 On termination of the Agreement for any reason:
(a) all licences granted by Qubit under the Agreement shall immediately terminate;
7.3.2. (b) each party shall (and the defaulting Customer shall procure that any applicable Customer Affiliate and Third Party User shall) return or destroy as directed by the other party becomes insolvent (including being unable to pay its debts as they fall due and/or that and make no further use of any equipment, property, Confidential Information, the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution Products (including the appointment Script) and other items (and all copies of provisional liq- uidators/interim receivers them) belonging to the other party; and
(c) the accrued rights of the parties as at termination, or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit continuation after termination of any statutory moratorium; or
7.3.3. the defaulting party suffers provision expressly stated to survive or there occurs in relation to that partyimplicitly surviving or coming into effect after termination, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the worldshall not be affected or prejudiced.
7.4. The obligations 11.5 For the avoidance of the Parties under this Agreement by their very nature shall continue beyond the expirationdoubt, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from if the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no has entered into more than one (1) business day)Agreement with Qubit, Customer will: (a) cease using and destroy all copies termination of one Agreement shall not, unless the Nuggets Container parties otherwise mutually agree in its possession and con- trol; (b) return (or at Nuggets’ written instructionwriting, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove terminate the links to the Nuggets Services from the Customer Websites, App, Contact Centreother Agreements.
Appears in 2 contracts
Term and Termination. 7.112.1. Subject to the termination rights set out below, the initial The term of this Agreement shall begin commence on the Effective Date and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed unless terminated earlier in Schedule B ("Initial Term"). Thereafteraccordance with its terms, this Agreement shall automatically renew continue in force, on a country-by-country basis, until the expiration, lapse or invalidation of the last remaining (i) Manufacturing Patent (expiry 4 July 2023) for subsequent one use, offer for sale, sale, export or import of the Product in the Territory or (1ii) year terms or any Patent. Clause 2.1(a) of this Agreement which grants MPP a non-exclusive license under the Manufacturing Patent shall expire upon expiry, lapse, or invalidation of the Manufacturing Patent (each a "Renewal Term"expiry 4 July 2023), unless either Party gives and clause 2.1(a) of this Agreement which grants MPP a non-exclusive license under the Patents and clause 2.1(b) of this Agreement shall continue in force on a country-by-country basis pursuant to Clause 12.1 after such expiry, lapse or invalidation of the Manufacturing Patent as applicable.
12.2. If Novartis believes that MPP is in breach of its obligations hereunder, then Novartis may deliver notice of such breach to MPP, and MPP shall have thirty (30) days from such notice to cure such breach. If MPP fails to cure that breach within such time period, then Novartis may terminate this Agreement effective on written notice of its intent not termination to renew no less than sixty (60) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”MPP.
7.212.3. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Datein accordance with Clause 14 “Force Majeure”.
7.312.4. Either Party ("non-defaulting party") may immediately terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by at any time upon written notice to the other Party if:
("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach A) such other Party is capable of remedy, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall when due and/or that or (being a company) is deemed unable to pay its debts within the value meaning of its assets section 123 of the Insolvency Act 1986; or
(B) a petition is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, a resolution is passed, or an order shall be made is made, for or resolution passed for its winding in connection with the winding-up (except of such other Party other than for the sole purpose of a bona fide scheme for a solvent amalgamation of such other Party with one or reconstruction)more other companies or the solvent reconstruction of that other Party, bankruptcy if not dismissed, bonded or dissolution stayed within forty-five (including 45) days, to the extent applicable; or
(C) an application is made to court, or an order is made, for the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business an administrator, or if it claims an administrator is appointed over such other Party, if not dismissed, bonded or stayed within forty-five (45) days, to the benefit of any statutory moratoriumextent applicable; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, (D) any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is analogous subject that has an effect equivalent or similar to any of the events referred to mentioned in clause 7.3.2 in any part of the worldthis Clause 12.4.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 2 contracts
Sources: Licensing Agreement, Licensing Agreement
Term and Termination. 7.1. Subject to the termination rights set out below, the initial term of this 2.1 This Agreement shall begin begins on the Effective Date andand continues in effect unless superseded or otherwise terminated by either party. For the avoidance of doubt, subject to any the termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to the end of the Initial Term or Agreement does not result in the termination of any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”previously issued SOW, each SOW being terminable only in accordance with its own provisions.
7.2. 2.2 Either Party may terminate this Agreement by giving if the other party: (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, or if any such proceeding is instituted against such Party (and is not dismissed within sixty (60) days thereafter). In addition, either Party may terminate this Agreement at any time when there is no less than 2 months’ prior SOW in effect upon thirty (30) days advance written notice to the other Party, such notice to expire on the first anniversary .
2.3 Each duly executed SOW will commence as of the Effective Date.Date designated thereon, and will continue in effect thereafter until the earliest of (i) the expiration date designated thereon (if any), (ii) the date the Services have been satisfactorily completed and have been accepted and all applicable warranty and license periods have expired or otherwise terminated, or (iii) the date of termination specified by either Party in accordance with the following conditions:
7.3. Either Party 2.3.1 Supplier may, by providing written notice of termination to Client, terminate ("non-defaulting party"in whole or in part) may terminate a SOW if Client breaches a material obligation (including, without limitation, its payment obligations under clause 13) under such SOW or this Agreement (without prejudice and fails to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, cure such breach is not cured within thirty (30) days of a after written notice from the non-defaulting party specifying the breach and requiring it to be remediedof such breach;
7.3.2. the defaulting party becomes insolvent 2.3.2 Client may, by providing written notice of termination to Supplier, terminate (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the in whole or in part) any part of its busi- ness or assets; all SOWs if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer willSupplier: (a) cease using breaches a material obligation under a SOW and destroy all copies fails to cure such breach within thirty (30) days after written notice of the Nuggets Container in its possession and con- trolbreach; or (b) return (or at Nuggets’ written instructionviolates any Applicable Law. For the avoidance of doubt, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centrenotice of termination for any one SOW is not a notice of termination for any other SOW.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Term and Termination. 7.1. Subject to the termination rights set out below11.1 This Agreement shall, the initial term of unless otherwise terminated as provided in this Agreement shall begin clause 11, commence on the Effective Date and shall continue for the Initial Subscription Term and, subject to any termination rightsthereafter, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall being automatically renew renewed for subsequent one (1) year terms successive periods (each a "“Renewal Period”) matching the Initial Subscription Term"), unless unless:
11.1.1 either Party gives written notice party notifies the other party of its intent not to renew no less than sixty (60) days prior to termination, in writing before the end of the Initial Subscription Term or any subsequent Renewal Term. The Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
11.1.2 otherwise terminated in accordance with the provisions of this Agreement; and the Initial Subscription Term together with any subsequent Renewal Terms Periods shall be referred to as constitute the “Subscription Term”.
7.2. Either Party 11.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement by giving no less than 2 months’ prior written notice without liability to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to if the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation terms of this Agreement and (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10if such a breach is remediable) shall survive any such expiration, termination or cancellation. Upon fails to remedy that breach within 30 days of that party being notified in writing of the expiration or breach.
11.3 On termination of this Agreement, except as expressly set out herein, Agreement for any reason:
11.3.1 all licences granted under this Agreement shall terminate immediately terminate;
11.3.2 subject to clause 11.3.3, each party shall return and Customer shall remove the Nuggets Marks make no further use of any equipment, property and the links other items (and all copies thereof) belonging to the Nuggets Services from other party;
11.3.3 you are required to ensure that you download all Portfolio Materials uploaded to the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies Service within 5 Business Days of the Nuggets Container effective date of termination of this Agreement, otherwise the Company may destroy or otherwise dispose of any of the Portfolio Materials in its possession and con- trolpossession; (b) return (and
11.3.4 the accrued rights of the parties as at termination, or at Nuggets’ written instructionthe continuation after termination of any provision expressly stated to survive or implicitly surviving termination, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centreshall not be affected or prejudiced.
Appears in 2 contracts
Sources: Terms and Conditions, Terms and Conditions
Term and Termination. 7.1. Subject to the termination rights set out below, the initial term (a) The terms of this Agreement shall begin on the Effective Date andDate, subject to any and shall continue for a period through and including December 31, 2007 (the "INITIAL TERM") unless sooner terminated as provided below. Upon expiration of the Initial Term, unless terminated by either party by notice of termination rights, shall extend until the expiry of three given not less than sixty (360) years from the Provisioning Configuration Date relating days prior to the Customer Websites, App, Contact Centre listed in Schedule B ("expiration of the Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent successive one (1) year terms (each a "RENEWAL TERM"). During any Renewal Term"), unless either Party gives written party may terminate this Agreement, effective at the end of such Renewal Term by notice of its intent termination given not to renew no less than sixty (60) days prior to the end expiration of the Initial Term or any subsequent such Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”.
7.2. Either Party (b) This Agreement may terminate this Agreement be terminated by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect a party for cause immediately by written notice to upon the occurrence of any of the following events: (i) if the other Party ceases to do business, or otherwise terminates its business operations; ("defaulting party"):
7.3.1. ii) if the defaulting party commits a other shall fail to promptly secure or renew any material breach license, registration, permit, authorization or approval for the conduct of its business in the manner contemplated by this Agreement, or if any such license, registration, permit, authorization or approval is revoked or suspended and not reinstated within thirty (30) days; (iii) if the other breaches any material provision of this Agreement and, if the breach is capable of remedy, and fails to fully cure such breach is not cured within thirty (30) days of a written notice from describing the non-defaulting party specifying breach; or (iv) if the breach other becomes insolvent, or seeks protection under any bankruptcy, receivership, trustee, creditor's arrangement composition or comparable proceeding, or if any such proceeding is instituted against the other and requiring it not dismissed within thirty (30) days.
(c) Notwithstanding anything to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilitiescontrary in Section 9(b), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration (i) CMSI shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under not terminate this Agreement by their very nature shall continue beyond so long as any Shared Financial Institution is subscribing to the expiration, termination or cancellation of this Agreement Service via the CMSI System and (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10ii) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall automatically terminate and Customer shall remove if during any Renewal Term the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- treparties have no Shared Financial Institutions.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 2 contracts
Sources: Lender Integration Support Agreement, Lender Integration Support Agreement (DealerTrack Holdings, Inc.)
Term and Termination. 7.1. 8.1 Subject to the termination rights set out belowprovisions of Section 13, the initial term of this Agreement shall begin be for two years ("Term"), which shall commence on the Effective Date andDate. The terms of this Agreement will apply retroactively for traffic exchanged by the two carriers during 2003. Granby will ▇▇▇▇ a net amount due $23,426.26 and VZW will pay this amount for the exchange of 2003 traffic. The payment shall be due within 30 days of the date VZW receives the invoice. After this, subject to any termination rights, the monthly 2004 billing as outlined in Section 5.4.2 above shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term")apply. Thereafter, this This Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term")successive six-month periods, unless either Party gives written notice of its intent unless, not to renew no less than sixty one hundred twenty (60120) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred renewal term, either Party notifies the other Party of its intent to as the “Term”.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to or renegotiate a new agreement. In the other Partyevent of such renegotiation, this Agreement shall remain in effect until such notice to expire on the first anniversary of the Effective Datetime that a new agreement becomes effective.
7.3. Either 8.2 The Parties agree that disputed and undisputed amounts due under this Agreement shall be handled as follows:
8.2.1 If any portion of an amount due to a Party (the "non-defaulting partyBilling Party") may terminate under this Agreement is subject to a bona fide dispute between the Parties, the Party billed (without prejudice to its other rights and remediesthe "Non-Paying Party") with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement andshall, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a its receipt of the invoice containing such disputed amount, give written notice to the Billing Party of the amounts it disputes ("Disputed Amounts") and include in such notice the specific details and reasons for disputing each item. The Non-Paying Party shall pay when due all undisputed amounts to the Billing Party. The Parties will work together in good faith to resolve issues relating to the disputed amounts. If the dispute is resolved such that payment is required, the Non-Paying Party shall pay the disputed amounts with interest at the lesser of (i) one and one-half percent (1-1/2%) per month or (ii) the highest rate of interest that may be charged under Massachusetts’s applicable law. In addition, the Billing Party may cease terminating traffic for the Non-Paying Party after undisputed amounts not paid become more than 90 days past due, provided the Billing Party gives an additional 30 days’ written notice and opportunity to cure the default.
8.2.2 Any undisputed amounts not paid when due shall accrue interest from the date such amounts were due at the lesser of (i) one and one-half percent (1-1/2%) per month or (ii) the highest rate of interest that may be charged under Massachusetts’s applicable law.
8.2.3 Undisputed amounts shall be paid within thirty (30) days of receipt of invoice from the Billing Party.
8.3 Upon termination or expiration of this Agreement in accordance with this Section:
(a) Each Party shall comply immediately with its obligations as set forth in Section 8.2 above;
(b) Each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; and
(c) Each Party's indemnification obligations shall survive termination or expiration of this Agreement.
8.4 Either Party may terminate this Agreement in whole or in part in the event of a default of the other Party, provided, however, that the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. Party notifies the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that Party in writing of the value of its assets is less than the amount of its liabilities taking into account its contingent alleged default and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any Party does not correct the alleged default within thirty (30) days after receipt of the events referred to in clause 7.3.2 in any part of the worldwritten notice thereof.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 1 contract
Term and Termination. 7.1. Subject to the termination rights set out below12.1 This agreement shall, the initial term of unless otherwise terminated as provided in this Agreement shall begin clause 12, commence on the Effective Commencement Date and shall continue for the Initial Term and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafterthereafter, this Agreement agreement shall be automatically renew renewed for subsequent one (1) year terms (each a "successive Renewal Term")Periods, unless unless:
12.1.1 either Party gives written notice party notifies the other party of its intent not to renew no less than sixty (60) termination, in writing, at least 14 days prior to before the end of the Initial Term or any subsequent Renewal Term. The Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or
12.1.2 otherwise terminated in accordance with the provisions of this agreement; and the Initial Term together with any subsequent Renewal Terms Periods shall be referred to as constitute the “"Term”".
7.2. Either Party 12.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement agreement with immediate effect by giving no less than 2 months’ prior written notice to the other Party, such notice party if:
12.2.1 the other party fails to expire pay any amount due under this agreement on the first anniversary of the Effective Date.due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to 12.2.2 the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of any other term of this Agreement and, agreement and (if the breach is capable of remedy, such breach is not cured remediable) fails to remedy that breach within thirty (30) a period of 30 days of a written notice from the non-defaulting party specifying the breach and requiring it after being notified in writing to be remedieddo so;
7.3.2. 12.2.3 the defaulting other party becomes insolvent (including being suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due and/or that or admits inability to pay its debts or is deemed unable to pay its debts within the value meaning of its assets is less than section 123 of the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether Insolvency Act 1986;
12.2.4 the other party commences negotiations with all of its creditors or any class of themits creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
12.2.5 the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
12.2.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
12.2.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
12.2.8 the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
12.2.9 a receiver, administrator person becomes entitled to appoint a receiver over the assets of the other party or manager a receiver is appointed over the assets of the other party;
12.2.10 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its busi- ness the other party's assets and such attachment or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; orprocess is not discharged within 14 days;
7.3.3. the defaulting party suffers or there occurs in relation to that party, 12.2.11 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is analogous subject that has an effect equivalent or similar to any of the events referred to mentioned in clause 7.3.2 in any 12.2.3 to clause 12.2.10 (inclusive);
12.2.12 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
12.2.13 the worldother party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or
12.2.14 there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
7.4. The 12.3 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
12.4 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the Parties parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
12.5 On termination for any reason:
12.5.1 all rights granted to the Customer under this Agreement licence shall cease;
12.5.2 the Customer shall cease all activities authorised by their very nature this licence;
12.5.3 the Customer shall continue beyond immediately pay to the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive Supplier any such expiration, termination or cancellation. Upon sums due to the expiration or termination of this Agreement, except as expressly set out herein, all licences granted Supplier under this Agreement shall terminate and licence; and
12.5.4 the Customer shall remove the Nuggets Marks and the links immediately destroy or return to the Nuggets Services from Supplier (at the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1Supplier's option) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container Software then in its possession and con- trol; (b) return (possession, custody or at Nuggets’ written instructioncontrol and, destroy) all Nuggets Confidential Informationin the case of destruction, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links certify to the Nuggets Services from the Customer Websites, App, Contact CentreSupplier that it has done so.
12.6 Any provision of this agreement which expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.
Appears in 1 contract
Sources: Software License Agreement
Term and Termination. 7.1. 10.1 Subject to the termination rights set out belowprovisions contained in this Agreement, the initial term of this Agreement shall begin on be twelve (12) months from the Effective Date andand thereafter shall continue in effect for consecutive 180 day terms, subject to any termination rightsunless, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred renewal term, either Party notifies the other Party of its intent to as the “Term”.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to or renegotiate a new agreement. In the other Partyevent of such renegotiation, this Agreement shall remain in effect until such notice to expire on the first anniversary of the Effective Datetime that a new agreement becomes effective.
7.3. 10.2 Notwithstanding 9.1, this Agreement shall be terminated in the event that:
a) the FCC revokes, cancels, does not renew or otherwise terminates SPRINT's authorization to provide CMRS in the area served by KALEVA, or the Commission revokes, cancels, or otherwise terminates KALEVA's certification to provide local service;
b) either Party becomes bankrupt or insolvent, makes a general assignment for the benefit of, or enters into any arrangement with creditors, files a voluntary petition under any bankruptcy, insolvency or similar laws, or proceedings are instituted under any such laws seeking the appointment of a receiver, trustee or liquidator instituted against it which are not terminated within 60 days of such commencement.
10.3 Either Party ("non-defaulting party") may shall have the right to terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by upon written notice to the other Party ("defaulting party"):in the event:
7.3.1. if a) a Party is in arrears in the defaulting party commits payment of any undisputed amount due under this Agreement for more than 90 days, and the Party does not pay such sums within ten business days of the other Party's demand for payment;
b) a Party is in material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation provisions of this Agreement (includingand that breach continues for a period of thirty days after the other Party notifies the breaching Party of such breach, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies including a reasonably detailed statement of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove nature of the links to the Nuggets Services from the Customer Websites, App, Contact Centrebreach.
Appears in 1 contract
Sources: Interconnection and Reciprocal Compensation Agreement
Term and Termination. 7.1. Subject to the termination rights set out below, the (a) The initial term of this Agreement shall begin commence on the Effective Date and, subject to any termination rights, date hereof and shall extend until continue for a period of 18 months (18) months (the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial “Term"”). Thereafter, this Agreement shall Each such Term will automatically renew for subsequent additional Terms of one (1) year terms (each a "Renewal Term"), unless either Party Company gives written notice of its intent not non-renewal in writing to renew no less than sixty FCStone at least one (601) days month prior to the end of the Initial initial Term or any subsequent Renewal Termrenewal Term that is then in effect. The Initial Term Except as otherwise provided in subsections 13(d), 13(e), 13(f), 13(g), or 13(i), and any subsequent Renewal Terms upon notice of non-renewal or termination, this Agreement shall be referred deemed to as be terminated on the “expiration of the Term (including any renewals of the Term”).
7.2. Either Party (b) The Parties may terminate extend or shorten the Term of this Agreement at any time by giving no less than 2 months’ prior written notice modification agreement executed by both Parties in writing. LEGAL_US_W # 82280013. 3
(c) If either Party shall at any time fail to the other Party, such notice to expire on the first anniversary make payment when due of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice any sum owing to the other Party ("defaulting party"):
7.3.1. under this Agreement, the other Party may suspend performance under this Agreement without terminating this Agreement, until payment in full of all sums due is made, or if the defaulting party commits a other Party so elects, it may also give notice of termination as provided in subsection 13(d) or subsection 13(e) for such cause.
(d) This Agreement may be terminated by Company in the event of material breach of this Agreement andany of the material terms hereof by FCStone, if by written notice specifying the breach is capable of remedybreach, such breach is not cured within which notice shall be effective thirty (30) days after it is given unless the receiving Party cures the breach within such time.
(e) This Agreement may be terminated by FCStone in the event of a material breach of any of the material terms hereof or of the Bin Lease Agreement by Company, by written notice from specifying the breach, which notice shall be effective thirty (30) days after it is given unless the receiving Party cures the breach within such time.
(f) In the event any Party (“the non-defaulting party specifying performing Party”) shall (i) file a petition or otherwise commence or authorize the breach and requiring it to commencement of a proceeding or case under any bankruptcy, reorganization, or similar law for the protection of creditors or have any such petition filed or proceeding commenced against it, (ii) otherwise become bankrupt or insolvent, or (iii) be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that become due, then the value other Party (the “performing Party”) shall have the right immediately and thereafter as long as such condition continues to terminate this Agreement and any unperformed contracts, including but not limited to, any contracts for delivery of its assets is less than commodities or other contracts for future performance between the amount non-performing Party and the performing Party by notice in writing to the non-performing Party. The performing Party’s rights under this provision shall be in addition to, and not in limitation or exclusion of, any other rights which the performing Party may have (whether by agreement, operation of its liabilities taking into account its contingent and prospective liabilitieslaw or otherwise), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or including any class of them, has a receiver, administrator or manager appointed over right and remedies under the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up Uniform Commercial Code. [see indemnity in Section 17] (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous g) In addition to any other method of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of terminating this Agreement, except as expressly set out herein, all licences granted under either Party may unilaterally terminate this Agreement at any time if such termination shall terminate be required by any regulatory authority, and Customer such termination shall remove be effective on the Nuggets Marks and thirtieth (30th) day following the links giving of notice of intent to the Nuggets Services from the Customer Website(sterminate.
(h) If Company terminates this Agreement for any cause other than breach by FCStone as provided in Section 13(d), App(where FCStone is the non-performing Party), Contact Cen- treor 13(g), then Company shall pay FCStone the full costs of settling all open contracts. If Company terminates this Agreement for cause due to breach by FCStone as provided in Section 13(d), (where FCStone is the non-performing Party), or 13(g), then FCStone shall bear the full costs of settling all open contracts.
7.5. Promptly following termination (and in any event, no more than one (1i) business day), Customer will: (a) cease using and destroy all copies Either party may terminate this Agreement within the first 6 months of the Nuggets Container in its possession and con- trol; (b) return (or Effective Date by providing at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.least 30 days notice. LEGAL_US_W # 82280013. 3
Appears in 1 contract
Sources: Price Risk Management, Origination, and Merchandising Agreement (Gevo, Inc.)
Term and Termination. 7.1. Subject to the termination rights set out 28.1 Unless terminated sooner as provided below, the initial term of this Agreement shall begin on the Effective Date and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew will continue in full force and effect until the later of (i) such time after the First Commercial Sale when no commercial Sales of any Product(s) for subsequent the Field have been made anywhere in the Territory for a period of one (1) year by either party or by any licensees, sublicensees and/or assignees of one or both parties, (ii) one (1) year after the termination of all licenses and sublicenses pursuant to Article 19, or (iii) fifty (50) years from the Effective Date.
28.2 The parties may at any time terminate this Agreement, in part or in its entirety, by mutual written agreement.
28.3 In the event of a breach or default in respect of any of the terms (each a "Renewal Term")of this Agreement by either party, unless either Party gives written the other party shall give notice in writing, specifying in detail the nature of its intent the breach or default. If the alleged breach or default is not to renew no less than cured within sixty (60) days prior after receipt of this notice, the party giving notice shall have the right to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”.
7.2. Either Party may immediately terminate this Agreement by giving no less than 2 months’ prior a second written notice to the other Party, such notice to expire on the first anniversary of the Effective Datebreaching party.
7.328.4 In the event of either party experiencing financial difficulty, that party shall immediately notify the other party to that effect. Either Party ("non-defaulting party") may The party so notified shall have the right to terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days of said notification. A party shall be considered as having financial difficulties by:
(a) that party's commencement of a written notice from voluntary case under any applicable bankruptcy code or statute, or by its authorizing, by appropriate proceedings, the non-defaulting commencement of such a voluntary case;
(b) that party's failing to receive dismissal of any involuntary case under any applicable bankruptcy code or statute (wherein the other party specifying is not a party to the breach and requiring case) within sixty (60) days after initiation of such action or petition;
(c) that party's seeking relief as a debtor under any applicable law of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors, or by consenting to or acquiescing in such relief;
(d) the entry of an order by a court of competent jurisdiction finding it to be remedied;
7.3.2. bankrupt or insolvent, or ordering or approving its liquidation, reorganization, or any modification or alteration of the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value rights of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities)creditors, proposes an individualor assuming custody of, company or partnership voluntary arrangementappointing a receiver or other custodian for, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any substantial part of its busi- ness property or assets; if or
(e) that party's making an assignment for the benefit of, or entering into a composition with, its creditors, or appointing or consenting to the appointment of a receiver or other custodian for all or a substantial part of its property.
28.5 Upon termination of this Agreement for any application reason:
(a) All rights and licenses granted to ENHANCE hereunder shall revert to DMI, except that ENHANCE shall have the right to sell any Product(s) in inventory as provided in Subsection (b) of this Section 28.5.
(b) ENHANCE shall cease all activities with respect to the Product(s), including all making (by ENHANCE and/or by Third Parties for administration ENHANCE), using, selling, offering for sale, marketing, commercializing, importing and exporting of Product(s). Notwithstanding the foregoing, ENHANCE shall have the right to sell any Product(s) in inventory, provided ENHANCE makes the payments and reports required by Articles 12-15.
(c) If requested by DMI, ENHANCE shall (i) make its personnel and other resources reasonably available to DMI for a reasonable period of time, not to exceed six (6) months from the date of termination, to effect an orderly transition of responsibilities and (ii) provide and assign to DMI all clinical data, INDs, Drug Approval Applications, Regulatory Approvals, and all other regulatory documentation covering the Product(s) that ENHANCE may have developed in its activities under this Agreement. If termination of the Agreement occurred because of a breach by ENHANCE, then ENHANCE will be responsible for all of the costs of performing these obligations. If termination of the Agreement occurred because of a breach by DMI, then DMI will be responsible for all of the costs of performing these obligations. Otherwise, the parties will share the costs.
(d) ENHANCE's sublicense(s) of its rights pursuant to Sections 19.2 and 19.3 above (referred to herein as "Article 19 Sublicense(s)") shall be filed, order shall be made or resolution passed for its winding up (except for transferred to DMI. The Article 19 Sublicense(s) will remain in full force and effect so long as the purpose sublicensee(s) perform(s) the obligations of a bona fide amalgamation or reconstructionthe Article 19 Sublicense(s), bankruptcy or dissolution and DMI shall have all of the rights and benefits of the Article 19 Sublicenses (including the appointment right to receive 100% of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims all payments due under the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any Article 19 Sublicenses) and shall be responsible for performing all of the events referred obligations required of ENHANCE by the Article 19 Sublicenses. ENHANCE will execute such documents as may be requested by DMI to in clause 7.3.2 in any part attest to the transfer to DMI of the worldall Article 19 Sublicenses and rights therein.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, 28.6 Upon termination or cancellation of this Agreement (includingfor any reason, without limitationnothing herein shall be construed to release either party from any obligation matured prior to the effective date of such termination, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive neither party waives any such expiration, rights it may have to remedies arising out of the termination or cancellation. Upon the expiration or termination breach of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tresurviving obligations.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 1 contract
Term and Termination. 7.1. Subject to the termination rights set out below, the initial term of this 13.1 This Agreement shall begin commence on the Effective Date andand shall remain in force, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, under this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to the end of the Initial Term Clause 13 or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”Clause 15.1 below.
7.2. Either Party 13.2 The University may terminate this Agreement if the Scholar has failed to meet the requirements as set out in the University’s Terms and Conditions, and following all appeals, has received written confirmation that he has failed to meet the requirements as set out in the said University Terms and Conditions.
13.3 This Agreement may be terminated (a) by giving agreement in writing between the University and the Employment Partner (b) if the Employment Partner becomes insolvent or fails to pay the Funding Contribution or (c) the Scholar is no less than 2 months’ prior written notice longer an employee of the Employment Partner.
13.4 In the event the Employment Partner is unable for any reason to pay the Funding Contribution or any part thereof, the Parties may investigate other options for the continuance of the Scholar undertaking the postgraduate degree.
13.5 In the event that this Agreement is terminated by the Employment Partner pursuant to this Clause 13, the Employment Partner shall make payments to the other PartyUniversity to cover any expenditure incurred up until the date of termination and for any unavoidable or outstanding commitments entered into in undertaking the Research Plan prior to termination, such notice as the case may be and shall continue to expire on pay the first anniversary of Scholarship Fund for the Effective DateScholarship Term.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach 13.6 On termination or expiry of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach for whatever reason all rights and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement, and all terms of the Agreement, shall automatically terminate except for:-
(a) any obligations and/or rights of action which may have accrued prior to termination;
(b) any obligations and/or rights of any Party which otherwise relate to or may arise at any future time from any breach or non-observance of obligations under this Agreement by their very nature shall continue beyond which arose prior to the expiration, date of termination or cancellation expiry;
(c) Without prejudice to the generality of this Agreement (includingclause 13.6(b), without limitation, claus- es 4Clauses 1, 5, this clause 7.4, 8, 9 9, 10, 11, 12, and 10) 14 shall survive any such expirationtermination for whatever reason, termination or cancellation. Upon the expiration or termination expiry of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 1 contract
Sources: Fellowship Research Agreement
Term and Termination. 7.1
16.1. Subject to the termination rights set out belowExcept as otherwise provided for in this clause 16, the initial term of this Agreement shall begin shall, commence on the Effective Date andand shall continue for the Initial Term. Following expiry of the Initial Term, subject to any termination rightsthe term of Agreement shall automatically be extended for successive periods of 12 months (each a “Renewal Period”) unless otherwise terminated in accordance with this clause 16.
16.2. Notwithstanding clause 16.1, where a Purchase Order has been made for Gridimp Auto, the Agreement shall extend continue until the expiry of three (3) years from the Provisioning Configuration Date relating to Subscription Term. Following expiry of the Customer WebsitesSubscription Term, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this the term of Agreement shall automatically renew be extended for subsequent one (1) year terms successive periods of 12 months (each a "“Renewal Period”) unless otherwise terminated in accordance with this clause 16.
16.3. The Agreement will terminate if either party notifies the other party of termination, in writing, giving at least 60 days’ notice, in which case the Agreement shall terminate
(a) if notice is given during a Renewal Period, the expiry of the notice period; or
(b) if notice is given during the Initial Term or a Subscription Term"), unless either Party gives written notice of its intent not to renew no less than sixty the later of:
(60i) days prior to the end expiry of the Initial Term or any subsequent Renewal Subscription Term. The Initial Term and any subsequent Renewal Terms shall be referred to , as applicable; and
(ii) the “Term”expiry of the notice period.
7.216.4. Either Party Without affecting any other right or remedy available to it, either party may terminate this the Agreement with immediate effect by giving no less than 2 months’ prior written notice to the other Party, such notice party if:
(a) the other party fails to expire pay any amount due under the Agreement on the first anniversary of the Effective Date.due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
7.3. Either Party ("non-defaulting party"b) may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this any other term of the Agreement and, if the which breach is capable of remedy, irremediable or (if such breach is not cured remediable) fails to remedy that breach within thirty (30) a period of 30 days of a written notice from the non-defaulting party specifying the breach and requiring it after being notified in writing to be remedieddo so;
7.3.2. (c) the defaulting other party becomes insolvent (including being suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due and/or that or admits inability to pay its debts or is deemed unable to pay its debts within the value meaning of its assets section 123 of the Insolvency Act 1986, as if the words "it is less than proved to the amount satisfaction of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company the court" did not appear in sections 123(1)(e) or partnership voluntary arrangement, whether 123(2) of the Insolvency Act 1986;
(d) the other party commences negotiations with all of its creditors or any class of themits creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
(g) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(h) a receiver, administrator person becomes entitled to appoint a receiver over the assets of the other party or manager a receiver is appointed over the assets of the other party;
(i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its busi- ness the other party's assets and such attachment or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up process is not discharged within 14 days;
(except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is analogous subject that has an effect equivalent or similar to any of the events referred to mentioned in clause 7.3.2 in any 16.4(c) to clause 16.4(i) (inclusive);
(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of the worldits business.
7.416.5. The obligations On termination of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement for any reason:
(including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10a) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this the Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services, the Hardware and/or the Documentation;
(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
(c) the Customer or its nominated contractor shall remove the Nuggets Marks and the links to the Nuggets Services Hardware from the Customer Website(s)Customer's systems and arrange for the return of that Hardware to Gridimp, App, Contact Cen- tre.at all times in accordance with Good Industry Practice and applicable law
7.5. Promptly following termination (and in d) Gridimp may destroy or otherwise dispose of any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container Customer Data in its possession and con- trol; in accordance with clause 7.7(c),
(be) return (any rights, remedies, obligations or at Nuggets’ written instruction, destroy) all Nuggets Confidential Informationliabilities of the parties that have accrued up to the date of termination, including all Nuggets Documentation the right to claim damages in Customer’s possession and/or control; and (c) remove respect of any breach of the links to agreement which existed at or before the Nuggets Services from the Customer Websites, App, Contact Centredate of termination shall not be affected or prejudiced.
Appears in 1 contract
Sources: Customer Agreement
Term and Termination. 7.1. Subject to the termination rights set out below11.1 This Agreement shall, the initial term of unless otherwise terminated as provided in this Agreement shall begin clause 11, commence on the Effective Date and shall continue for the Initial Subscription Term and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafterthereafter, this Agreement shall be automatically renew renewed for subsequent one successive renewal periods of 12 months each, unless:
(1a) year terms (each a "Renewal Term"), unless either Party gives written notice notifies the other Party of its intent not to renew no less than sixty (60) termination, in writing, at least 60 days prior to before the end of the Initial Subscription Term or any subsequent Renewal Term. The renewal period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term and any subsequent Renewal Terms shall be referred to as or the “Term”respective renewal period: or
(b) it is otherwise terminated in accordance with the provisions of this Agreement.
7.2. Either 11.2 Without affecting any other right or remedy available to it, either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by giving written notice to the other Party if:
("defaulting party"):a) the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment: or
7.3.1. if (b) the defaulting party other Party commits a material breach of any other term of this Agreement and, except for clause 11.2 (c) and (if the breach is capable of remedy, such breach is not cured remediable) fails to start to remedy that breach within thirty a period of 10 (30ten) days after being notified in writing to do so; or
(c) the Customer permanently exceeds the Maximum Concurrent Users and/or exceeds the Flexible Usage; or
(d) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of a written notice from its business; or
(e) the non-defaulting party specifying the breach and requiring it other Party suspends, or threatens to be remedied;
7.3.2. the defaulting party becomes insolvent (including being suspend, payment of its debts or is unable to pay its debts as they fall due and/or that or admits inability to pay its debts or is deemed unable to pay its debts within the value meaning of its assets is less than section 123 of the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, Insolvency Act 1986; or
(f) has a receiver, liquidator or administrator appointed, ceases to trade, or manager appointed over the whole has an order made against it, passes a resolution for winding-up, or makes any part of composition or arrangement with its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the worldcreditors generally.
7.4. The obligations of (g) the Parties under this Agreement by their very nature shall continue beyond other Party's financial position deteriorates so far as to reasonably justify the expiration, termination or cancellation opinion that its ability to give effect to the terms of this Agreement is in jeopardy.
11.3 Either Party may terminate the Agreement in whole or in part, due to a Force Majeure Event which effects last longer than ninety (including90) days, without limitationsubject to a thirty (30) day written notice, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any unless the effects of the Force Majeure Event cease within such expiration, termination or cancellation. Upon the expiration or 30-day period
11.4 On termination of this Agreement, except as expressly set out herein, Agreement for any reason:
(a) all licences granted under this Agreement and the provision of the LXaaS shall immediately terminate and the Customer shall remove immediately cease all use of the Nuggets Marks LXaaS, the Enabling Software and the links Documentation, and confirm the same in writing to Frequentis by an authorised officer of the Customer.
(b) each Party shall immediately return and make no further use of any equipment, property, licences, Documentation, and other items (and all copies of them) belonging to the Nuggets Services other Party.
(c) Frequentis shall destroy or otherwise dispose any of the Customer Data in its possession unless Frequentis receives, no later than five (5) days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the Customer Data (see clause 4.2).
(d) all outstanding amounts shall become due on termination date and payable within 30 days.
(e) any rights, remedies, obligations, or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced; and
(f) any terms of this Agreement that by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees.
11.5 On termination of the Agreement under the conditions set forth in this Clause 11:
(a) if terminated by the Customer, pay the contractually corresponding prices for the services and deliverables terminated but already delivered, less the payments already received by Frequentis with respect to such deliverables and services; or
(b) if terminated by Frequentis, receive from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1i) business day), Customer will: (a) cease using and destroy all copies the contractual price of the Nuggets Container in its possession deliverables and con- trol; services already delivered and not yet paid, less the payments received with respect to such deliverables and services, plus (b) return (or at Nuggets’ written instruction, destroyii) all Nuggets Confidential Information, incurred costs (including all Nuggets Documentation in Customer’s possession and/or control; and (cthe costs of Frequentis’ subcontractors) remove the links relating to the Nuggets Services from deliverables and services not yet delivered at the Customer Websites, App, Contact Centretime of such termination plus profit.
Appears in 1 contract
Sources: Lxaas Services Agreement
Term and Termination. 7.1. Subject to the termination rights set out below, the initial term of this 10.1 This Agreement shall begin will commence on the Effective Date and, subject to any termination rights, shall extend and continue in full force and effect until the expiry earlier of three (3i) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, termination of this Agreement shall automatically renew for subsequent one as set forth herein or (1ii) year terms the expiration or termination of all Program Exhibits (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”).
7.2. 10.2 Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect or any Program Exhibit by written notice to if the other Party ("defaulting party"):
7.3.1. if the defaulting party i) commits a material breach of this Agreement andor any Program Exhibit, which breach, if the breach is capable of remedybeing cured, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party notice; (ii) terminates or suspends its business; (iii) becomes insolvent (including being unable insolvent, admits in writing its inability to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities)mature, proposes makes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application assignment for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratoriumcreditors, or becomes subject to direct control of a trustee, receiver or similar authority; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous (iv) becomes subject to any of the events referred to bankruptcy or insolvency proceeding that is not rescinded within sixty (60) days.
10.3 Except as otherwise expressly provided in clause 7.3.2 this Agreement or in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expirationProgram Exhibit, upon termination or cancellation of this Agreement or any Program Exhibit, (includingi) all rights granted to the Parties in this Agreement or such Program Exhibit, without limitationas applicable, claus- es 4shall immediately cease, 5(ii) each Party must promptly remove all links to the other Party’s websites and cease using all marketing materials, Confidential Information, trademarks, logos, and any other information or materials belonging to the other Party or otherwise related to such Program Exhibit, and (iii) each Party may take any and all action necessary to disable the other Party’s participation in such Program Exhibit. The termination of this clause 7.4Agreement shall result in the immediate termination of all Program Exhibits. The termination of a Program Exhibit shall not result in the termination of any other Program Exhibits or this Agreement.
10.4 Provisions which by their nature should survive termination or expiration in order to be given full effect, including but not limited to the provisions of Sections 5.1, 5.4, 5.5, 6, 8, 9 9, 10.3, 10.4, 12 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination 13 of this Agreement, except as expressly set out herein, all licences granted under will survive such termination or expiration of this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.Agreement.
Appears in 1 contract
Sources: Main Services Agreement
Term and Termination. 7.1. Subject to the termination rights set out below14.1 This agreement shall, the initial term of unless otherwise terminated as provided in this Agreement shall begin Clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafterthereafter, this Agreement agreement shall be automatically renew renewed for subsequent one (1) year terms successive periods of 12 months (each a "Renewal Term"Period), unless unless:
(a) either Party gives written notice party notifies the other party of its intent not to renew no less than sixty (60) termination, in writing, at least 90 days prior to before the end of the Initial Subscription Term or any subsequent Renewal Term. The Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term and or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this agreement;
14.2 Without affecting any subsequent Renewal Terms shall be referred other right or remedy available to as the “Term”.
7.2. Either Party it, either party may terminate this Agreement agreement with immediate effect by giving no less than 2 months’ prior written notice to the other Party, such notice party if:
(a) [the other party fails to expire pay any amount due under this agreement on the first anniversary of the Effective Date.due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;]
7.3. Either Party ("non-defaulting party"b) may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of any other term of this Agreement and, if the agreement which breach is capable of remedy, irremediable or (if such breach is not cured remediable) fails to remedy that breach within thirty (30) a period of 30 days of a written notice from the non-defaulting party specifying the breach and requiring it after being notified in writing to be remedieddo so;
7.3.2. (c) [the defaulting other party becomes insolvent repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;]
(including being d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due and/or that or admits inability to pay its debts or is deemed unable to pay its debts within the value meaning of its assets section 123 of the Insolvency ▇▇▇ ▇▇▇▇, as if the words “it is less than proved to the amount satisfaction of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company the court” did not appear in sections 123(1)(e) or partnership voluntary arrangement, whether 123(2) of the Insolvency ▇▇▇ ▇▇▇▇;
(e) the other party commences negotiations with all of its creditors or any class of themits creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
(h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(i) a receiver, administrator person becomes entitled to appoint a receiver over the assets of the other party or manager a receiver is appointed over the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its busi- ness the other party’s assets and such attachment or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up process is not discharged within [14] days;
(except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is analogous subject that has an effect equivalent or similar to any of the events referred mentioned in Clause 14.2(d) to in clause 7.3.2 in any Clause 14.2(j) (inclusive);
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(m) there is a change of control of the worldother party; or
(n) any warranty given by the Supplier in Clause 7.4 of this agreement is found to be untrue or misleading.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or 14.3 On termination of this Agreement, except as expressly set out herein, agreement for any reason:
(a) all licences granted under this Agreement agreement shall immediately terminate [and the Customer shall remove immediately cease all use of the Nuggets Marks Services and/or the Documentation];
(b) each party shall return and the links to the Nuggets Services from the Customer Website(s)make no further use of any equipment, Appproperty, Contact Cen- tre.
7.5. Promptly following termination Documentation and other items (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of them) belonging to the Nuggets Container other party;
(c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with Clause 5.7(c), unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and con- trolcharges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
(bd) return (any rights, remedies, obligations or at Nuggets’ written instruction, destroy) all Nuggets Confidential Informationliabilities of the parties that have accrued up to the date of termination, including all Nuggets Documentation the right to claim damages in Customer’s possession and/or control; and (c) remove respect of any breach of the links to agreement which existed at or before the Nuggets Services from the Customer Websites, App, Contact Centredate of termination shall not be affected or prejudiced.
Appears in 1 contract
Sources: Software Subscription Agreement
Term and Termination. 7.1. Subject to the termination rights set out below, the initial This Agreement shall always have a term of this Agreement shall begin ten (10) years, such that without any further act or formality on the Effective Date and, subject to any termination rights, shall extend until the expiry part of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first each anniversary of the Effective Date.
7.3. Either Party , the remaining nine ("non-defaulting party"9) may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration year term shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement extended by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business dayyear, unless terminated by either Party in accordance with this Section 10 (the "Term"). This Agreement may be terminated:
(1) by NSM, Customer will: if there is a Change of Control of NMM;
(2) by either Party if:
(a) cease using and destroy all copies the other Party breaches this Agreement in any material respect which remains unremedied within ninety (90) days of the Nuggets Container in its possession and con- trol; date of receipt of any written notice specifying the breach.
(b) return (a receiver is appointed for all or at Nuggets’ written instruction, destroy) substantially all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and of the property of the other Party;
(c) remove an order is made to wind-up the links other Party;
(d) a final judgment, order or decree which materially and adversely affects the ability of the other party to perform this Agreement shall have been obtained or entered against the Nuggets Services from other Party and such judgment, order or decree shall not have been vacated, discharged or stayed; or
(e) the Customer Websitesother Party makes a general assignment for the benefit of its creditors, Appfiles a petition in bankruptcy or for liquidation, Contact Centreis adjudged insolvent or bankrupt, commences any proceeding for a reorganization or arrangement of debts, dissolution or liquidation under any law or statute or of any jurisdiction applicable thereto, or if any such proceeding shall be commenced.
(3) At any time after the first anniversary, by either Party upon not less than three hundred and sixty-five (365) days' written notice for any reason other than any of the reasons set out above. If this Agreement is terminated for any reason other than a breach of NSM, the Termination Fee shall become immediately due and paid within fifteen (15) days of such termination.
Appears in 1 contract
Sources: Administrative Services Agreement (Navios Maritime Partners L.P.)
Term and Termination. 7.1. Subject to the termination rights set out below, the initial term of this 16.1 This Agreement shall begin commence on the Effective Commencement Date and, subject to any termination rights, and shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term")continue, unless either Party gives written terminated earlier in accordance with clause 16, for the Initial Subscription Term, when it shall terminate automatically without notice of its intent not to renew unless, no less later than sixty (60) days prior to 5 Business Days before the end of the Initial Subscription Term (or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms Period agreed under this clause), the parties agree in writing that the term of the Agreement shall be referred renewed for a further fixed period of time (“Renewal Period”). Unless it is further renewed under this clause or terminated earlier in accordance with clause 16, the Agreement shall terminate automatically without notice at the end of a Renewal Period.
16.2 Without affecting any other right or remedy available to as the “Term”.
7.2. Either Party it, either party may terminate this the Agreement with immediate effect by giving no less than 2 months’ prior written notice to the other Party, such notice party if:
16.2.1 the other party fails to expire pay any amount due under the Agreement on the first anniversary of the Effective Date.due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to 16.2.2 the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this any other term of the Agreement and, if the which breach is capable of remedy, irremediable or (if such breach is not cured remediable) fails to remedy that breach within thirty (30) a period of 21 days of a written notice from the non-defaulting party specifying the breach and requiring it after being notified in writing to be remedieddo so;
7.3.2. 16.2.3 the defaulting other party becomes insolvent (including being suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due and/or that or admits inability to pay its debts or is deemed unable to pay its debts within the value meaning of its assets section 123 of the Insolvency Act 1986, as if the words "it is less than proved to the amount satisfaction of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company the court" did not appear in sections 123(1)(e) or partnership voluntary arrangement, whether 123(2) of the Insolvency Act 1986;
16.2.4 the other party commences negotiations with all of its creditors or any class of themits creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
16.2.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
16.2.6 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
16.2.7 the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
16.2.8 a receiver, administrator person becomes entitled to appoint a receiver over the assets of the other party or manager a receiver is appointed over the assets of the other party;
16.2.9 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its busi- ness the other party's assets and such attachment or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; orprocess is not discharged within 14 days;
7.3.3. the defaulting party suffers or there occurs in relation to that party, 16.2.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is analogous subject that has an effect equivalent or similar to any of the events referred to mentioned in clause 7.3.2 in any 16.2.3 to clause 16.2.9 (inclusive); or
16.2.11 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of the worldits business.
7.4. The obligations of 16.3 Without affecting any other right or remedy available to it Public-i shall be entitled to terminate the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- trein accordance with 13.3.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 1 contract
Sources: Streambox Terms and Conditions
Term and Termination. 7.1. Subject to the termination rights set out below12.1 This Agreement shall, the initial term of unless otherwise terminated as provided in this Agreement shall begin clause 12, commence on the Effective Date and shall continue for the Initial Term (if any) and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafterthereafter, this Agreement shall automatically renew for subsequent one remain in effect, unless:
(1a) year terms (each a "Renewal Term"), unless either Party gives terminated by not less than 90 days written notice of its intent by the Customer or two months written notice by L&Z, such notice not to renew no less than sixty (60) days be served prior to the end of the Initial Term or any subsequent Renewal Term. The (if any); or
(b) otherwise terminated in accordance with the provisions of this Agreement; and the Initial Term and (if any) together with any subsequent Renewal Terms continuation in accordance with this clause 12.1 shall be referred to as constitute the “Term”.
7.2. Either Party 12.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving no less than 2 months’ prior written notice to the other Party, such notice party if:
(a) the other party fails to expire pay any amount due under this Agreement on the first anniversary of the Effective Date.due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
7.3. Either Party ("non-defaulting party"b) may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of any other term of this Agreement and, if the which breach is capable of remedy, irremediable or (if such breach is not cured remediable) fails to remedy that breach within thirty (30) a period of 14 days of a written notice from the non-defaulting party specifying the breach and requiring it after being notified in writing to be remedieddo so;
7.3.2. (c) the defaulting other party becomes insolvent (including being suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due and/or that or admits inability to pay its debts or is deemed unable to pay its debts within the value meaning of its assets section 123 of the Insolvency Act 1986, as if the words "it is less than proved to the amount satisfaction of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company the court" did not appear in sections 123(1)(e) or partnership voluntary arrangement, whether 123(2) of the Insolvency Act 1986;
(d) the other party commences negotiations with all of its creditors or any class of themits creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
(g) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(h) a receiver, administrator person becomes entitled to appoint a receiver over the assets of the other party or manager a receiver is appointed over the assets of the other party;
(i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its busi- ness the other party's assets and such attachment or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up process is not discharged within 14 days;
(except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is analogous subject that has an effect equivalent or similar to any of the events referred to mentioned in clause 7.3.2 in any 12.2(c) to clause 12.2(i) (inclusive); or
(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of the worldits business.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, 12.3 On termination or cancellation of this Agreement in accordance with clause 12.2(c) to 12.2(k) (includinginclusive), without limitationL&Z may, claus- es 4at its sole discretion, 5retain any funds it may be holding from receipts from Payers until such time that it believes that it is no longer at risk from Indemnity Claims, this clause 7.4, 8, 9 and 10) shall survive Failures or any such expiration, termination or cancellation. Upon other monies it may be due accruing from earlier collections carried out on behalf of the expiration or Customer.
12.4 On termination of this Agreement, except as expressly set out herein, Agreement for any reason:
(a) L&Z shall cease to collect and account for any further monies due to the Customer (provided that L&Z shall process any valid and outstanding Collection Requests instigated prior to termination) and shall render invoices for all Services performed in respect of the period up to such termination together with any sum due for Failures or Indemnity Claims and shall deduct the amount thereof from any monies held by L&Z on behalf of the Customer prior to accounting to the Customer for the balance and in the event of monies held by L&Z on behalf of the Customer being insufficient for this purpose such invoices shall be payable by the Customer forthwith;
(b) all licences granted under this Agreement shall immediately terminate and the Customer shall remove immediately cease all use of the Nuggets Marks Services and/or the Documentation;
(c) each party shall return and the links to the Nuggets Services from the Customer Website(s)make no further use of any equipment, Appproperty, Contact Cen- tre.
7.5. Promptly following termination Documentation and other items (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of them) belonging to the Nuggets Container in its possession and con- trol; other party;
(bd) return (any rights, remedies, obligations or at Nuggets’ written instruction, destroy) all Nuggets Confidential Informationliabilities of the parties that have accrued up to the date of termination, including all Nuggets Documentation the right to claim damages in Customer’s possession and/or control; and (c) remove respect of any breach of the links to agreement which existed at or before the Nuggets Services from the Customer Websites, App, Contact Centredate of termination shall not be affected or prejudiced.
Appears in 1 contract
Sources: Terms and Conditions
Term and Termination. 7.1. Subject to the termination rights set out below14.1 This agreement shall, the initial term of unless otherwise terminated as provided in this Agreement shall begin clause 14, commence on the Effective Date and shall continue for the Initial Term and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafterthereafter, this Agreement agreement shall be automatically renew renewed for subsequent one (1) year terms successive periods of 12 months (each a "Renewal Term"Period), unless unless:
(a) either Party gives written notice party notifies the other party of its intent not to renew no less than sixty (60) termination, in writing, at least 60 days prior to before the end of the Initial Term or any subsequent Renewal Term. The Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this agreement; and the Initial Term together with any subsequent Renewal Terms Periods shall be referred constitute the
14.2 Without affecting any other right or remedy available to as the “Term”.
7.2. Either Party it, either party may terminate this Agreement agreement with immediate effect by giving no less than 2 months’ prior written notice to the other Party, such notice party if:
(a) the other party fails to expire pay any amount due under this agreement on the first anniversary of the Effective Date.due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
7.3. Either Party ("non-defaulting party"b) may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of any other term of this Agreement and, agreement and (if the breach is capable of remedy, such breach is not cured remediable) fails to remedy that breach within thirty (30) a period of 30 days of a written notice from the non-defaulting party specifying the breach and requiring it after being notified in writing to be remedieddo so;
7.3.2. (c) the defaulting other party becomes insolvent (including being suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due and/or that or admits inability to pay its debts or is deemed unable to pay its debts within the value meaning of its assets section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is less than proved to the amount satisfaction of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company the court” did not appear in sections 123(1)(e) or partnership voluntary arrangement, whether 123(2) of the IA 1986;
(d) the other party commences negotiations with all of its creditors or any class of themits creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
(h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(i) a receiver, administrator person becomes entitled to appoint a receiver over the assets of the other party or manager a receiver is appointed over the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its busi- ness the other party’s assets and such attachment or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up process is not discharged within 14 days;
(except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is analogous subject that has an effect equivalent or similar to any of the events referred to mentioned in clause 7.3.2 in any 14.2(c) to clause 14.2(j) (inclusive);
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(m) the worldother party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or
(n) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010) and that party has not obtained the other party’s prior written approval to the change of control.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or 14.3 On termination of this Agreement, except as expressly set out herein, agreement for any reason:
(a) all licences granted under this Agreement agreement shall immediately terminate and the Customer shall remove immediately cease all use of the Nuggets Marks Services and/or the Documentation;
(b) each party shall return and the links to the Nuggets Services from the Customer Website(s)make no further use of any equipment, Appproperty, Contact Cen- tre.
7.5. Promptly following termination Documentation and other items (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of them) belonging to the Nuggets Container other party;
(c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than 10 days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and con- trolcharges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
(bd) return (any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at Nuggetsor before the date of termination shall not be affected or prejudiced. Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for four weeks, the party not affected may terminate this agreement by giving 10 days’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links notice to the Nuggets Services from the Customer Websites, App, Contact Centreaffected party.
Appears in 1 contract
Term and Termination. 7.1. Subject 4.1 This Agreement is effective as of the Effective Date and will be in force and effect for a term of 5 (five) years after the Effective Date (“Initial Term”), unless terminated earlier by Licensor in accordance with Section 4.3 or Section 4.4, or extended as per Section 4.2 (whatever duration of this Agreement applies is referred to the termination rights set out below, the initial term as “Term”).
4.2 The Initial Term of this Agreement shall begin on the Effective Date and, subject to any termination rights, shall extend until automatically be extended for subsequent periods of 5 (five) years after the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”.
7.2. Either 5 (five) year period(s), unless a Party may terminate this Agreement by giving no less than 2 months’ prior provides written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice termination to the other Party no later than 6 ("defaulting party"):six) months before expiry of the Initial Term or expiry of any subsequent 5 (five) year period(s) (“Extended Term”). In the event that this Agreement (and with it the licenses set forth in the relevant Specific License Agreement(s)) expire, Licensee hereby, on behalf of itself and its Licensee Affiliates, represents and warrants that as of the date on which this Agreement expired, Licensee and Licensee Affiliates shall immediately cease to Make and/or Sell Products, unless Licensee and its Licensee Affiliates has/have otherwise acquired separate licenses under the Patents.
7.3.1. if 4.3 In the defaulting party commits event of a material breach of Licensee, Licensor has the right to terminate this Agreement andwith immediate effect. In such event, if Licensee, on behalf of itself and its Licensee Affiliates, represents and warrants that at the breach is capable time of remedy, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or said termination of this Agreement, except as expressly set out herein, all licences granted Licensee and Licensee Affiliates shall immediately cease to Make and/or Sell Products unless Licensee and/or Licensee Affiliates have otherwise acquired separate licenses under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- trePatents.
7.54.4 In the event of failure of Licensee to report royalties, provide due assistance and/or make payment for any due amounts, Licensee shall have 30 (thirty) days to remedy such failure, of which failure Licensor shall provide notice, until such failure shall be considered material breach. Promptly following termination (and in any eventIn the event aforementioned types of failure occur multiple times within the Term, Licensor may consider this a material breach with no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links further right for Licensee to the Nuggets Services from the Customer Websites, App, Contact Centreremedy.
Appears in 1 contract
Sources: Master License Agreement
Term and Termination. 7.1. Subject This Agreement shall remain in effect with respect to a Fund from the termination rights “Effective Date” until the “End Date,” each as set out below, the initial term of forth in Exhibit A to this Agreement shall begin on (the Effective Date and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("“Initial Term"”). Thereafter; thereafter, this Agreement shall automatically renew for a period of one year and continue in effect from year to year thereafter (the initial and any subsequent one such periods are referred to as “Term”). This Agreement may be terminated by either party at any time following the Initial Term, without the payment of a penalty upon at least ninety (190) year terms (each a "Renewal Term"), unless either Party gives days’ written notice of its intent not to renew no less than sixty (60) days other party prior to the end of the Initial Term or any subsequent Renewal then current Term. The Following the Initial Term and any subsequent Renewal Terms shall Term, the Agreement may be referred to as the “Term”.
7.2. Either Party may terminate this Agreement terminated by either party giving no less than 2 months’ prior immediate written notice to the other Partyparty upon the occurrence of any of the following:
(a) either party commits any material breach to the terms of this Agreement that if can be remedied, such is not remedied within 30 days upon written notice by the other party to expire on the first anniversary breach;
(b) either party breaches any laws or regulations or becomes the subject of a lawsuit, sanction, regulatory or governmental action or proceeding that the other party reasonably determines could cause reputational harm;
(c) if either party becomes insolvent or enters into liquidation or a receiver or examiner is appointed to that party;
(d) any regulatory or governmental licensing is terminated or revoked; or
(e) Funds launch does not occur within three years of the Effective Date.
7.3Date of this Agreement. Either Party ("non-defaulting party") may If the Trust on behalf of any Funds wishes to terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice prior to the other Party ("defaulting party"):
7.3.1. completion of the Initial Term, the Funds shall continue to pay S▇▇▇▇▇▇▇ the monthly fees for the Initial Term as if the defaulting party commits a material breach termination had not occurred, except for instances where the Board approves the termination and liquidation of such Fund. Any termination following the Initial Term shall be effective as of the date specified in the notice or upon such later date as may be mutually agreed upon by the parties. Upon notice of termination of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that by either party, any event which is analogous S▇▇▇▇▇▇▇ shall promptly transfer to any the successor administrator the original or copies of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties all books and records maintained by S▇▇▇▇▇▇▇ under this Agreement by their very nature including, in the case of records maintained on computer systems, copies of such records in machine-readable form, and shall continue beyond cooperate with, and provide reasonable assistance to, the expiration, termination or cancellation successor administrator in the establishment of the books and records necessary to carry out the successor administrator’s responsibilities. If this Agreement (includingis terminated by the Trust, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 the Trust shall be responsible for all reasonable out-of-pocket expenses or costs associated with the movement of records and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links materials to the Nuggets Services from successor administrator. Additionally, S▇▇▇▇▇▇▇ reserves the Customer Website(s), App, Contact Cen- treright to charge for any other reasonable expenses associated with such termination.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 1 contract
Term and Termination. 7.114.1. Subject to the termination rights set out belowThe Agreement shall, the initial term of unless otherwise terminated as provided in this Agreement shall begin clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafterthereafter, this Agreement agreement shall be automatically renew renewed for subsequent one (1) year terms successive periods of 12 months (each a "“Renewal Term"Period”), unless unless:
a. either Party gives written notice party notifies the other party of its intent not to renew no less than sixty (60) termination, in writing, at least 60 days prior to before the end of the Initial Subscription Term or any subsequent Renewal Term. The Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
b. otherwise terminated in accordance with the provisions of this Agreement; and the Initial Subscription Term together with any subsequent Renewal Terms Periods shall be referred to as constitute the “Subscription Term”.
7.214.2. Either Party Without affecting any other right or remedy available to it, either party may terminate this Agreement agreement with immediate effect by giving no less than 2 months’ prior written notice to the other Party, such notice party if:
a. the other party fails to expire pay any amount due under this Agreement on the first anniversary of the Effective Date.due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to b. the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of any other term of this Agreement and, and (if the breach is capable of remedy, such breach is not cured remediable) fails to remedy that breach within thirty (30) a period of 30 days of a written notice from the non-defaulting party specifying the breach and requiring it after being notified in writing to be remedieddo so;
7.3.2. c. the defaulting other party becomes insolvent (including being suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due and/or that due;
d. the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities)other party suspends or ceases, proposes an individualor threatens to suspend or cease, company carrying on all or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any substantial part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for business;
e. the other party's financial position deteriorates so far as to reasonably justify the opinion that its winding up (except for ability to give effect to the purpose terms of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratoriumthis Agreement is in jeopardy; or
7.3.3. the defaulting party suffers or f. there occurs in relation to that party, any event which is analogous to any a change of control of the events referred to in clause 7.3.2 in any part other party (within the meaning of section 1124 of the worldCorporation Tax Act 2010).
7.414.3. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, On termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive for any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, reason:
a. all licences granted under this Agreement shall immediately terminate and the Customer shall remove immediately cease all use of the Nuggets Marks and the links to the Nuggets Services from Product;
b. Beam may destroy or otherwise dispose of any of the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container Data in its possession unless ▇▇▇▇ receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Beam shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and con- trolcharges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by ▇▇▇▇ in returning or disposing of Customer Data; (b) return (and
c. any rights, remedies, obligations or at Nuggets’ written instruction, destroy) all Nuggets Confidential Informationliabilities of the parties that have accrued up to the date of termination, including all Nuggets Documentation the right to claim damages in Customer’s possession and/or control; and (c) remove respect of any breach of the links to agreement which existed at or before the Nuggets Services from the Customer Websites, App, Contact Centredate of termination shall not be affected or prejudiced.
Appears in 1 contract
Sources: General Terms of Service
Term and Termination. 7.1. Subject to the termination rights set out below, the initial term of this Agreement 16.1 This agreement shall begin commence on the Effective Date andDate. Unless terminated earlier in accordance with this clause 16, subject to any termination rights, this agreement shall continue in force for the Initial Term and shall automatically extend until for successive 12- month periods (Extended Term) at the expiry end of three (3) years from the Provisioning Configuration Date relating Initial Term and at the end of each Extended Term. A party may give written notice to the Customer Websitesother party, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less later than sixty (60) 365 days prior to before the end of the Initial Term or any subsequent Renewal the relevant Extended Term. The , to terminate this agreement at the end of the Initial Term and any subsequent Renewal Terms shall be referred to or the relevant Extended Term, as the “Term”case may be.
7.2. Either Party 16.2 Without prejudice to any other right or remedy available to it, and subject to clause 17, either party may terminate this Agreement agreement with immediate effect by giving no less than 2 months’ prior written notice to the other Party, such notice party if:
(a) the other party fails to expire pay any amount due under this agreement on the first anniversary of due date for payment and remains in default not less than 30 days after the Effective Date.due date for payment or such other date specified in the Order Form;
7.3. Either Party ("non-defaulting party"b) may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of any term of this Agreement and, agreement and (if the breach is capable of remedy, such breach is not cured remediable) fails to remedy that breach within thirty (30) a period of 30 days of a written notice from the non-defaulting party specifying the breach and requiring it after being notified in writing to be remedieddo so;
7.3.2. (c) the defaulting other party becomes insolvent breaches any of the terms of clause 14;
(including being d) the other party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due and/or that or admits inability to pay its debts, or is deemed unable to pay its debts within the value meaning of its assets is less than section 123 of the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether Insolvency Act 1986;
(e) the other party commences negotiations with all of its creditors or any class of themits creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given, or an administrator is appointed, over the other party;
(h) the holder of a qualifying floating charge over any of the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(i) a receiver, administrator person becomes entitled to appoint a receiver over any of the assets of the other party or manager a receiver is appointed over any of the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its busi- ness the other party's assets and such attachment or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up process is not discharged within 14 days;
(except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is analogous subject that has an effect equivalent or similar to any of the events referred to mentioned in clause 7.3.2 in any 16.2(d) to clause 16.2(j) (inclusive);
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of the world.its business; or
7.4. The obligations (m) there is a change of control of the Parties under this Agreement by their very nature shall continue beyond other party (within the expiration, termination or cancellation meaning of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies section 1124 of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact CentreCorporation Tax Act 2010).
Appears in 1 contract
Sources: Managed Service Agreement
Term and Termination. 7.1. Subject to the termination rights set out below, the initial The term of this Agreement shall begin will commence on the Effective Date and, subject to any termination rights, shall extend until the expiry date of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed execution by NASD and will continue perpetually unless terminated in Schedule B ("Initial Term"). Thereafter, accordance with this Agreement shall automatically renew for subsequent one or by Notice by a party hereto given at least ninety (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (6090) days prior to the end proposed date of termination (Term).
(a) This Agreement may be terminated as expressly provided herein and may also be terminated by:
(i) Either party, upon termination of the Initial Term right of Vendor to receive Information and Data pursuant to Section 4; or
(ii) Either party, if performance hereof by NASD is impaired or rendered unnecessary by reason of changes after the Effective Date in the statutes, rules and regulations referenced in Section 35, other than NASD Rules which are not approved by the SEC;
(iii) Vendor, should it be unable to receive the Information and Data as a result of any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice modification to the other Partyoperational requirements notified by NASD in accordance with Section 3; or
(iv) Vendor, such notice by Notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured NASD within thirty (30) days after approval by the SEC of a written notice from an NASD Rule that imposes obligations on Vendor that materially exceed the non-defaulting party specifying obligations imposed on Vendor as of the breach Effective Date in connection with Vendor’s distribution of the Information and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratoriumData; or
7.3.3. (v) NASD, should it cease providing Information and Data to all individuals or entities in the defaulting party suffers or there occurs in relation same class of service as Vendor, provided, however, that NASD has given Vendor not less than ninety (90) days Notice of its intention to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the worldso cease providing such Information and Data.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, (b) Upon termination or cancellation of this Agreement for whatever reason, Vendor will immediately cease any and all access, receipt, processing, usage, transmission and dissemination of the Information and Data.
(includingc) Sections 2, without limitation11-15, claus- es 418, 519, this clause 7.421, 824, 9 26, 28(b) and 10) (c), 30-33, 35-40, 44 and 45 shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 1 contract
Sources: Vendor Agreement
Term and Termination. 7.1. Subject to the termination rights set out below, the a) This Agreement shall have an initial term of this Agreement shall begin on twenty-four (24) months (the Effective Date and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("“Initial Term"”). ThereafterAfter the Initial Term, this Agreement shall automatically renew for subsequent one (1) year terms [***] (each a "“Renewal Term"), ”) unless either Party gives written one of the parties provides notice of its intent not to renew no less than sixty (60) terminate this Agreement at least [***] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. days prior to the end expiration of the Initial Term or any subsequent the applicable Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as constitute the “Term.”.
7.2. b) Either Party party may terminate this Agreement by giving no less than 2 months’ prior with or without cause upon [***] days written notice to the other Partyparty.
c) Company may, such notice upon thirty (30) days’ prior written notice, terminate this Agreement if (i) the dollar value of Company’s Parts sales, less returns, to expire on End Users in any calendar year is less than [***]; or (ii) WORLDPAC fails to perform any of its obligations under this Agreement.
d) WORLDPAC may, upon thirty (30) days’ prior written notice, terminate this Agreement if: (i) Company breaches or fails to perform any of its obligations to WORLDPAC under this Agreement, including, but not limited to, the first anniversary timely payment of amounts due WORLDPAC; or (ii) Company returns more than [***] of the Effective DateParts purchased by it in any given calendar month.
7.3. e) Either Party ("non-defaulting party") party may terminate this Agreement upon ten (without prejudice to its other rights and remedies10) with immediate effect by days’ written notice if: (i) the other party is insolvent, files a petition in bankruptcy, or has made any assignment by operation of law or otherwise of this Agreement or any of its rights hereunder for the benefit of creditors: (ii) any involuntary petition under any bankruptcy statute shall be filed with respect to the other Party party, or a receiver or trustee shall be appointed to take possession of all or a substantial part of the assets of the other party and the same has not been dismissed or terminated within sixty ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (3060) days of a written notice from the non-defaulting date of such filing or appointment; (iii) the other party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being shall generally become unable to pay its debts obligations as they fall due and/or that become due; or (iv) the value other party shall institute any proceedings for liquidation or the winding up of its assets is less business other than the amount for purposes of its liabilities taking into account its contingent and prospective liabilities)reorganization, proposes an individual, company consolidation or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; ormerger.
7.3.3. the defaulting party suffers or there occurs f) WORLDPAC may terminate this Agreement as provided in relation to that party, any event which is analogous to any Section 2(a) of the events referred WORLDPAC TERMS AND CONDITIONS OF SALE attached to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.Exhibit A.
Appears in 1 contract
Sources: Catalog License and Parts Purchase Agreement (U.S. Auto Parts Network, Inc.)
Term and Termination. 7.116.1. Subject to the termination rights set out belowThis Agreement shall, the initial term of unless otherwise terminated as provided in this Agreement shall begin Clause 16, commence on the Effective Commencement Date and shall continue for the Initial Term and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafterthereafter, this Agreement shall be automatically renew renewed for subsequent one (1) year terms successive periods of 12 months (each a "“Renewal Term"Period”), unless unless:
16.1.1. either Party gives written notice notifies the other Party of its intent not to renew no less than sixty termination, in writing, at least ninety (6090) days prior to before the end of the Initial Term or any subsequent Renewal Term. The Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or
16.1.2. otherwise terminated in accordance with the provisions of this Agreement, and the Initial Term together with any subsequent Renewal Terms Periods shall be referred to as constitute the term of this Agreement (“Term”).
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.316.2. Either Party ("nonthe “Non-defaulting party"Defaulting Party”) may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by immediately on written notice to the other Party ("defaulting party"):the “Defaulting Party”) in the event that:
7.3.116.2.1. if the defaulting party Defaulting Party commits a material or persistent breach of its obligations under this Agreement and, if in the breach is capable case of remedyremediable breach(es), fails to remedy such breach is not cured breach(es) within thirty (30) days of a written notice from the nonNon-defaulting party Defaulting Party specifying such breach(es) provided that the breach and requiring it Parties agree that the Customer shall have no right of termination under this Clause 16.2.1 in respect of any default which relates to be remediedapply to a failure to meet any Service Level;
7.3.216.2.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that Defaulting Party suffers an Insolvency Event; or
16.2.3. the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it Defaulting Party ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the worldbusiness.
7.416.3. The obligations of the Parties under Intelligence Fusion may terminate this Agreement by their very nature shall continue beyond the expirationin whole or in part, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links immediately on written notice to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.:
Appears in 1 contract
Sources: Software Service Agreement
Term and Termination. 7.116.1. Subject to the termination rights set out belowThis agreement shall, the initial term of unless otherwise terminated as provided in this Agreement shall begin clause 16, commence on the Effective Date and shall continue for the Initial Subscription Term and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafterthereafter, this Agreement agreement shall be automatically renew renewed for subsequent one (1) year terms successive periods of 12 months (each a "Renewal Term"Period), unless unless:
16.1.1. either Party gives written notice party notifies the other party of its intent not to renew no less than sixty (60) termination, in writing, at least 90 days prior to before the end of the Initial Subscription Term or any subsequent Renewal TermPeriod, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
16.1.2. The Initial Term and otherwise terminated in accordance with the provisions of this agreement;
16.2. Without affecting any subsequent Renewal Terms shall be referred other right or remedy available to as the “Term”.
7.2. Either Party it, either party may terminate this Agreement agreement with immediate effect by giving no less than 2 months’ prior written notice to the other Party, such notice party if:
16.2.1. the other party fails to expire pay any amount due under this agreement on the first anniversary of the Effective Date.due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
7.316.2.2. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of any other term of this Agreement and, if the agreement which breach is capable of remedy, irremediable or (if such breach is not cured remediable) fails to remedy that breach within thirty (30) a period of 30 days of a written notice from the non-defaulting party specifying the breach and requiring it after being notified in writing to be remedieddo so;
7.3.216.2.3. the defaulting other party becomes insolvent (including being repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
16.2.4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due and/or that or admits inability to pay its debts or is deemed unable to pay its debts within the value meaning of its assets is less than section 123 of the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether Insolvency ▇▇▇ ▇▇▇▇ ;
16.2.5. the other party commences negotiations with all of its creditors or any class of themits creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
16.2.6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
16.2.7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
16.2.8. the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
16.2.9. a receiver, administrator person becomes entitled to appoint a receiver over the assets of the other party or manager a receiver is appointed over the assets of the other party;
16.2.10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its busi- ness the other party's assets and such attachment or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; orprocess is not discharged within 14 days;
7.3.316.2.11. the defaulting party suffers or there occurs in relation to that party, any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is analogous subject that has an effect equivalent or similar to any of the events referred to mentioned in clause 7.3.2 in any 16.2.4 to clause 16.2.10 (inclusive);
16.2.12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of the worldits business.
7.416.3. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or On termination of this Agreement, except as expressly set out herein, agreement for any reason:
16.3.1. all licences granted under this Agreement agreement shall terminate immediately terminate;
16.3.2. each party shall return and Customer shall remove the Nuggets Marks make no further use of any equipment, property, Documentation and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination other items (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of them) belonging to the Nuggets Container other party;
16.3.3. ISUMO may destroy or otherwise dispose of any of the Customer Data in its possession unless ISUMO receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. ISUMO shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and con- trolcharges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by ISUMO in returning or disposing of Customer Data; (b) return (and
16.3.4. any rights, remedies, obligations or at Nuggets’ written instruction, destroy) all Nuggets Confidential Informationliabilities of the parties that have accrued up to the date of termination, including all Nuggets Documentation the right to claim damages in Customer’s possession and/or control; and (c) remove respect of any breach of the links to agreement which existed at or before the Nuggets Services from the Customer Websites, App, Contact Centredate of termination shall not be affected or prejudiced.
Appears in 1 contract
Sources: Terms and Conditions
Term and Termination. 7.1. Subject to the termination rights set out below, the initial term of this 8.1 This Agreement shall begin will commence on the Effective Date andand will continue until December 31, subject to any termination rights, shall extend until 2007 (the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("“Initial Term")”) or until termination as provided below. ThereafterAfter the Initial Term, this Agreement shall will automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty termination is provided thirty (6030) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”then current term.
7.28.2 Notwithstanding the provisions of Section 8.1, this Agreement shall terminate immediately upon the breach of any covenant, representation, or obligation herein by either the Contractor or the Company.
8.3 Notwithstanding any other provision, this Agreement will terminate automatically without the necessity of written notice if any of the following events occur:
8.3.1. either party files for protection under the bankruptcy laws, or seeks similar protection from its creditors, whether voluntary or involuntary; or
8.3.2. either party commences winding up or liquidation of its business, whether voluntary or involuntary; or
8.3.3. either party ceases to do business or becomes incapable of performing its obligations under this Agreement, for any reason.
8.4 Either Party party may terminate this Agreement by giving no less than 2 months’ for convenience upon ninety (90) days prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Datenotice.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach 8.5 Upon termination of this Agreement andfor any reason, if Contractor hereby agrees that he will:
8.5.1 redeliver to the breach is capable Company all originals and all copies of remedyany and all physical, such breach is written, graphical and/or machine readable materials and media (including, for example, notes, notebooks, memoranda, diskettes and photographic slides, prints and negatives) that contain, embody, represent, or disclose the Confidential Information (whether prepared by Contractor hereunder, its advisors or otherwise) and will not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities)retain any copies, proposes an individualextracts, company memoranda, notes or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the reproduction in whole or any in part of its busi- ness or assets; if such material in any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratoriummedia whatsoever; or
7.3.3. 8.5.2 destroy all notes, memoranda, documents and other writings in any media whatsoever prepared by Contractor hereunder or its advisors based on the defaulting party suffers or there occurs information in relation the Confidential Information and not redelivered pursuant to that partySection 8.5.1 above, any event which is analogous shall be destroyed, and such destruction shall be certified in writing to any the Company by an authorized officer of Contractor supervising such destruction.
8.6 Upon such termination all rights and duties of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature parties toward each other shall continue beyond the expirationcease except Sections 4 (Confidentiality), termination or cancellation of this Agreement 7 (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 Relationship) and 108 (Term and Termination) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 1 contract
Sources: Independent Contractor Agreement (Golden Phoenix Minerals Inc /Mn/)
Term and Termination. 7.1. Subject 10.1 The Purchase Order will remain in effect with respect to any SOW already issued prior to expiration of the termination rights set out below, the initial term of the Purchase Order until such SOW is either terminated or the Work is completed and accepted.
10.2 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ terminate this Agreement shall begin on the Effective Date andPurchase Order, subject to any termination rightsSOW, shall extend until the expiry of three or both at any time, for no reason or for any reason, upon fifteen (315) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives days written notice to Seller. Upon receipt of its intent not to renew no less than sixty (60) days prior to the end notice of such termination, Seller will inform ▇▇▇▇▇ ▇▇▇▇▇▇ of the Initial Term or extent to which it has completed performance as of the date of the notice, and ▇▇▇▇▇▇ will collect and deliver to ▇▇▇▇▇ ▇▇▇▇▇▇ whatever Work then exists. ▇▇▇▇▇ ▇▇▇▇▇▇ will pay Seller for all Work performed and accepted through the effective date of the termination, provided that ▇▇▇▇▇ ▇▇▇▇▇▇ will not be obligated to pay any subsequent Renewal Termmore than the payment that would have become due had Seller completed and ▇▇▇▇▇ ▇▇▇▇▇▇ had accepted the Work. The Initial Term and ▇▇▇▇▇ ▇▇▇▇▇▇ will have no further payment obligation in connection with any subsequent Renewal Terms shall be referred to as the “Term”termination.
7.2. 10.3 Either Party party may terminate this Agreement the Purchase Order, any SOW or both, immediately by giving no less than 2 months’ prior delivering written notice to the other Party, such notice to expire on party upon the first anniversary occurrence of any of the Effective Datefollowing events: (i) a receiver is appointed for either party or its property; (ii) either makes a general assignment for the benefit of its creditors; (iii) either party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor's relief law, if such proceedings are not dismissed within 60 days; or (iv) either party is liquidating, dissolving, or ceasing to do business in the ordinary course.
7.3. 10.4 Either Party ("non-defaulting party") party may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect Purchase Order, any SOW or both, immediately by delivering written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a for any material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a written receipt of notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred breach. ▇▇▇▇▇ ▇▇▇▇▇▇ shall have no further payment obligation to in clause 7.3.2 in Seller under any part of terminated SOW if ▇▇▇▇▇ ▇▇▇▇▇▇ terminates the worldSOW under this Section 10.4.
7.4. The 10.5 In addition to the obligations set forth in Section 11.2, upon termination or expiration of the Parties under this Agreement Purchase Order, Seller shall immediately return any and all documents, samples, content or other materials supplied to Seller by ▇▇▇▇▇ ▇▇▇▇▇▇ for purposes of Seller completing its obligations hereunder.
10.6 Any obligations or duties which, by their very nature shall continue nature, extend beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement the Purchase Order shall terminate and Customer shall remove survive the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following expiration or termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential InformationPurchase Order, including all Nuggets Documentation in Customer’s possession and/or control; without limitation the following: Sections 2, 3.3, 4, 5, 8, 10.5, 10.6, 11, 12, 13, 14, 15, and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre16.
Appears in 1 contract
Sources: Purchase Order Agreement
Term and Termination. 7.1. Subject to the termination rights set out below, the (a) The initial term of this Agreement shall begin on the Effective Date and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed will be as set forth in Schedule B A (the "Initial Term"). Thereafter, this Agreement shall ) and thereafter will automatically renew for subsequent one (1) year terms (each a "Renewal Term"), periods unless either Party gives written notice of its intent not to renew no less than sixty (60) party notifies the other party in writing at least 90 days prior to the end expiration of the then-current term that it does not wish to renew the Agreement.
(b) Either party may terminate this Agreement:
(i) by delivering 90 days' written notice upon material breach of any of the terms of this Agreement by the other party and the failure of such other party to remedy the same within such 90-day period;
(ii) immediately upon providing written notice if the other party has passed a resolution for its winding up, a court of competent jurisdiction has made an order for such other party's winding up or dissolution, a receiver has been appointed over the assets of such other party, such other party has made an arrangement or composition with its creditors generally or has made an application to a court of competent jurisdiction for protection from its creditors generally, or the other party is generally unable to meet its obligations as they become due; or
(iii) for convenience at any time after the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”by delivering 120 days' written notice.
7.2. Either Party (c) Without prejudice to its other remedies under this Agreement, and notwithstanding any provision in this Section 4 to the contrary, Vsource may terminate this Agreement by giving no less than 2 months’ prior or the provision of any Services hereunder immediately, if Vsource has given the Client 10 days written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness Fees, expenses or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up Taxes payable in accordance with Section 2 were not paid when due (except for the purpose if payment was not made because of a bona fide amalgamation or reconstructionVsource's breach of its obligations under this Agreement), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10d) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out hereinthe Client shall promptly pay Vsource all accrued Fees and expenses incurred up through the effective date of termination.
(e) The provisions of Sections 2 (with respect to accrued Fees, all licences granted under expenses and Taxes), 4(d), 5, 6, 7, 9(b), 13, 14, 18 and 19 shall survive any termination of this Agreement and shall terminate continue in full force and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- treeffect.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 1 contract
Term and Termination. 7.1. Subject to the termination rights set out below, the initial term of this This Agreement shall begin on commence as of the Effective Date and, subject to any termination rights, and shall extend continue thereafter [until the expiry completion of three (3) years from the Provisioning Configuration Date relating Services for a period of __________[TERM], unless sooner terminated pursuant to this section. Upon expiration of the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), __________[an/[NUMBER]] additional __________[NUMBER] __________[month/year] term[s] unless __________[ the Customer/the Service Provider/either Party gives party] provides written notice of its intent not to renew no less than sixty (60) nonrenewal at least __________[NUMBER] days prior to the end of the Initial Term or any subsequent then-current term (each a "Renewal Term" and together with the Initial Term, the "Term"). The Initial If the Term is renewed for one or more Renewal Term, the terms and any subsequent conditions of this Agreement during each Renewal Terms Term shall be referred to the same as the “terms and conditions in effect immediately prior to such renewal[, subject to any change in fees in accordance with this Agreement. If __________[the Customer/the Service Provider/either Party] provides timely notice of nonrenewal, then this Agreement shall terminate on the expiration of the then-current Term”.
7.2. , unless sooner terminated as provided in this section Either Party party, in its sole discretion, may terminate this Agreement [or any Statement of Work], in whole or in part, at any time without cause, by giving no less than 2 months’ providing at least __________[NUMBER] days' prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3party. Either Party ("non-defaulting party") party may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by Agreement, effective upon written notice to the other Party party (the "defaulting partyDefaulting Party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and), if the breach is capable of remedy, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.Defaulting Party:
Appears in 1 contract
Sources: Services Agreement
Term and Termination. 7.1With respect to each of the Vessels, this Agreement shall commence on the Closing Date and shall continue for five (5) years, which shall be automatically renewed for a period of other five (5) years, unless terminated by either party hereto on not less than one hundred and twenty (120) days’ notice if:
(a) in the case of Navios Maritime Containers, there is a Change of Control of NSM;
(b) in the case of NSM, there is a Change of Control of the General Partner (but only following the Conversion Transaction) or Navios Maritime Containers;
(c) the other party breaches this Agreement in any material respect which remains unremedied;
(d) a receiver is appointed for all or substantially all of the property of the other party;
(e) an order is made to wind-up the other party;
(f) a final judgment, order or decree which materially and adversely affects the ability of the other party to perform this Agreement shall have been obtained or entered against that party and such judgment, order or decree shall not have been vacated, discharged or stayed; or
(g) the other party makes a general assignment for the benefit of its creditors, files a petition in bankruptcy or for liquidation, is adjudged insolvent or bankrupt, commences any proceeding for a reorganization or arrangement of debts, dissolution or liquidation under any law or statute or of any jurisdiction applicable thereto or if any such proceeding shall be commenced. Subject At any time after the first anniversary of this Agreement, this Agreement may be terminated by either party hereto on not less than three hundred and sixty-five (365) days’ notice for any reason other than any of the reasons set forth in the immediately preceding paragraph. This Agreement shall not become effective unless and until the Closing Date has occurred. This Agreement shall be deemed to be terminated with respect to a particular Vessel in the case of the sale of such Vessel or if such Vessel becomes a total loss or is declared as a constructive, compromised or arranged total loss or is requisitioned. Notwithstanding such deemed termination, any Fees outstanding at the time of the sale or loss shall be paid in accordance with the provisions of this Agreement. For the purpose of this clause:
(i) the date upon which a Vessel is to be treated as having been sold or otherwise disposed of shall be the date on which Navios Maritime Containers ceases to be the legal owner of the Vessel;
(ii) a Vessel shall not be deemed to be lost until either she has become an actual total loss or agreement has been reached with her underwriters in respect of her constructive, compromised or arranged total loss or if such agreement with her underwriters is not reached, it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred or the Vessel’s owners issue a notice of abandonment to the underwriters. The termination rights set out below, the initial term of this Agreement shall begin on be without prejudice to all rights accrued due between the Effective Date and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days parties prior to the end date of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”termination.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 1 contract
Sources: Management Agreement (Navios Maritime Containers Inc.)
Term and Termination. 7.1. Subject to the termination rights set out below, the initial term of this 19.1 This Agreement shall begin commence on the Effective Date and, subject to any termination rightsunless terminated earlier in accordance with this Section 19, shall extend continue in full force and effect until a date of the decision not to execute a Supply Agreement or a date set by the JSC. If a Supply Agreement has been executed, the JSC shall determine the term and termination of the Supply Agreement, provided such agreement will be in effect until the expiry of three expiration in the last major country (3) years from the Provisioning Configuration Date relating determined by JSC according to the Customer Websitessales and marketing efforts of each respective Party) of the last Patent owned by a Party that contains valid and enforceable claims covering any Product unless terminated earlier according to the conditions set forth in this Section 19.
19.2 This Agreement may be terminated prior to the term referred to in Section 19.1 above, Appunder the following circumstances and conditions: (i) by either Party, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, for material breach of any provision of this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than upon sixty (60) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, unless such breach is not cured within during such sixty days period, (ii) by either Party, immediately upon such event, if that other Party becomes insolvent, files or has filed against it a petition in * Confidential portions omitted and filed separately with the Commission. bankruptcy, make an assignment for the benefit of creditors, has a receiver appointed for it or any of its assets, or otherwise takes advantage of any statute or law designed for relief of debtors, (iii) for any reason, by mutual agreement between the Parties, or (iv) notwithstanding anything to the contrary in this Agreement, upon thirty (30) days of a prior written notice from by the non-defaulting party specifying the breach and requiring decision of either Party if, in its sole discretion, it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or determines that the value commercial usefulness of its assets the entire Collaborative Commercialization is less than no longer justified. Each Party shall immediately notify the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); other Party in writing if it ceases or threatens becomes subject to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to of the type described in Section 19.2(ii).
19.3 In the event of termination in accordance with any of the events referred provisions of this Agreement, neither Party shall be liable to in clause 7.3.2 in any part the other because of such termination, for compensation, reimbursement or damages on account of the worldloss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases or commitments in connection with the business or goodwill of Aphton or Daiichi, provided, however, that any such termination shall not relieve any Party of obligations incurred prior to the termination.
7.419.4 The provisions of Sections 6.5, 10, 12.7, 15, 16, 17, 18, 19 and 20, and all payment obligations (and audit rights to confirm conformance with such payment obligations) hereunder, shall survive the termination or expiration of this Agreement for any reason. The All other rights and obligations of the Parties under shall cease upon termination or expiration of this Agreement.
19.5 In the event Aphton terminates this Agreement by their very nature pursuant to Section 19.2(i) or (ii) or Daiichi terminates this Agreement pursuant to Section 19.2(iv), Aphton shall have the right to sell any inventory of the Product that it holds as of the effective date of such termination for a period of twelve (12) months following the effective date of such termination anywhere in the world, without regard to any territorial restrictions set forth in this Agreement, and Daiichi shall transfer to Aphton all of its ownerships and rights of Intellectual Property and Regulatory Approvals generated and obtained from/for the Collaborative Commercialization solely so that Aphton (and its successors, sublicensees and assigns) can continue the Commercialization anywhere in the world, without regard to any territorial restrictions set forth in this Agreement. In the event of early termination set forth in this Section 19.5, Daiichi shall continue beyond to supply for a maximum of one year after having given prior written notice and shall assist with transfer of the expirationtechnology of manufacturing of the Products to Aphton or its designated manufacturer upon Aphton’s request and cost for the technology transfer; provided, termination or cancellation however, Daiichi shall be relieved from the obligation of such technology transfer after the period of twelve (12) months following the effective date of such termination.
19.6 In the event Daiichi terminates this Agreement pursuant to Section 19.2(i) or (includingii) or Aphton terminates this Agreement pursuant to Section 19.2(iv), subject to its continued payment of royalties on such sales pursuant to Section 6.5, Daiichi shall have the right to sell any inventory of the Product that it holds as of the effective date of such termination for a period of twelve (12) months, subject to Section 6.5, following the effective date of such termination anywhere in the world, without limitationregard to any territorial restrictions set forth in this Agreement, claus- es 4and Aphton shall transfer to Daiichi all of its ownerships and rights of Intellectual Property and Regulatory Approvals generated and obtained from/for the Collaborative Commercialization solely so that Daiichi (and its successors, 5sublicensees and assigns) can continue the * Confidential portions omitted and filed separately with the Commission. Commercialization anywhere in the world, without regard to any territorial restrictions set forth in this clause 7.4, 8, 9 and 10Agreement.
19.7 In the event both Parties agree to terminate this Agreement pursuant to Section 19.2(iii) shall survive any such expiration, termination or cancellation. Upon before the expiration or termination of this Agreement, both Parties shall have the right to sell any inventory of the Product that it holds as of the effective date of such termination, and shall be relieved from the obligations to supply the other Party any data, information and Product set forth in this Agreement after the effective date of such termination, subject to Section 6.5, without any further rights to the Intellectual Property of the other Party (except as expressly set out hereinotherwise granted by each Party, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(sin its sole discretion), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event19.8 In the event a Supply Agreement is executed, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container this Section 19 will be incorporated in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centreentirety into such Supply Agreement.
Appears in 1 contract
Term and Termination. 7.1. Subject to the termination rights set out below
11.1 This Agreement shall, the initial term of unless otherwise terminated as provided in this Agreement shall begin clause 11, commence on the Effective Date and shall continue for the Initial Term and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafterthereafter, this Agreement shall be automatically renew renewed for subsequent one (1) year terms successive periods of 12 months (each a "Renewal Term"), unless either Party gives Period) and the Initial Term together with any subsequent Renewal Periods shall constitute the Term.
11.2 Without affecting any other right or remedy available to it and save in respect of clause 11.2.1 where 90 days’ written notice of its intent not is required, either party may terminate this Agreement with immediate effect by giving written notice to renew no less than sixty (60) days prior to the other party if:
11.2.1 they serve at least 90 days’ written notice on the other before the end of the Initial Term or any subsequent Renewal Term. The Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term and or Renewal Period;
11.2.2 the Customer fails to pay any subsequent Renewal Terms shall be referred to as the “Term”.
7.2. Either Party may terminate amount due under this Agreement by giving no on the due date for payment and remains in default not less than 2 months’ prior written notice 30 days after being notified in writing to make such payment;
11.2.3 the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of any other term of this Agreement and, if the which breach is capable of remedy, irremediable or (if such breach is not cured remediable) fails to remedy that breach within thirty (30) a period of 30 days of a written notice from the non-defaulting party specifying the breach and requiring it after being notified in writing to be remedieddo so;
7.3.2. 11.2.4 the defaulting other party becomes insolvent (including being repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
11.2.5 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due and/or that or admits inability to pay its debts or is deemed unable to pay its debts within the value meaning of its assets section 123 of the Insolvency Act 1986, as if the words “it is less than proved to the amount satisfaction of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company the court” did not appear in sections 123(1)(e) or partnership voluntary arrangement, whether 123(2) of the Insolvency Act 1986;
11.2.6 the other party commences negotiations with all of its creditors or any class of them, has its creditors with a receiver, administrator or manager appointed over the whole or view to rescheduling any part of its busi- ness debts, or assets; if makes a proposal for or enters into any application for administration shall be filed, order shall be made compromise or resolution passed for arrangement with its winding up (except creditors other than for the sole purpose of a bona fide scheme for a solvent amalgamation of that other party with one or reconstruction)more other companies or the solvent reconstruction of that other party;
11.2.7 a petition is filed, bankruptcy a notice is given, a resolution is passed, or dissolution (including an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
11.2.8 an application is made to court, or an order is made, for the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business an administrator, or if it claims a notice of intention to appoint an administrator is given or if an administrator is appointed, over the benefit of any statutory moratorium; orother party;
7.3.3. the defaulting party suffers or there occurs in relation to that party, 11.2.9 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is analogous subject that has an effect equivalent or similar to any of the events referred mentioned in clauses 11.2.5 to in clause 7.3.2 in any 11.2.8 (inclusive); or
11.2.10 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of the worldits business.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, 11.3 On termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive for any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, reason:
11.3.1 all licences granted under this Agreement shall immediately terminate and the Customer shall remove immediately cease all use of the Nuggets Marks Services;
11.3.2 each party shall return and the links to the Nuggets Services from the Customer Website(s)make no further use of any equipment, Appproperty, Contact Cen- tre.
7.5. Promptly following termination Services, and other items (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of them) belonging to the Nuggets Container in its possession and con- trol; (b) return (other party;
11.3.3 any rights, remedies, obligations, or at Nuggets’ written instruction, destroy) all Nuggets Confidential Informationliabilities of the parties that have accrued up to the date of termination, including all Nuggets Documentation the right to claim damages in Customer’s possession and/or control; and (c) remove respect of any breach of the links to Agreement which existed at or before the Nuggets Services from the Customer Websites, App, Contact Centredate of termination shall not be affected or prejudiced.
Appears in 1 contract
Sources: Global Master Services Agreement
Term and Termination. 7.1. Subject to 13.1 This Agreement shall take effect as of the termination rights set out below, the date it is signed by both Parties and have an initial term of one year, unless earlier terminated as provided for in this Agreement Agreement, and shall begin on the Effective Date andcontinue in force and effect thereafter, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating replaced by another agreement or terminated by either Party upon 30 days written notice to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term")other. ThereafterNotwithstanding a notice of termination, this Agreement shall automatically remain in effect until replaced by another agreement negotiated or arbitrated between the Parties pursuant to applicable law within 365 calendar days from the date that the notice of termination was received. This Agreement shall terminate on the 366th day after the date that the notice of termination was received if the Agreement has not been superseded by another agreement. If this agreement is terminated, each Party agrees to disconnect from each other’s network.
13.2 Notwithstanding 13.1, this Agreement shall be terminated in the event that:
a) the FCC revokes, cancels, does not renew for subsequent one (1or otherwise terminates Nextel's authorization to provide CMRS in the area served by CenturyTel, or the Commission revokes, cancels, or otherwise terminates CenturyTel’s certification to provide local service;
b) year terms (each a "Renewal Term"), unless either Party gives written notice becomes bankrupt or insolvent, makes a general assignment for the benefit of, or enters into any arrangement with creditors, files a voluntary petition under any bankruptcy, insolvency or similar laws, or proceedings are instituted under any such laws seeking the appointment of its intent a receiver, trustee or liquidator instituted against it which are not to renew no less than sixty (60) terminated within 60 days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”such commencement.
7.2. 13.3 Either Party may shall have the right to terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by upon written notice to the other Party ("defaulting party"):in the event:
7.3.1. if a) a Party is in arrears in the defaulting party commits payment of any undisputed amount due under this Agreement for more than 90 days, and the Party does not pay such sums within ten business days of the other Party’s demand for payment;
b) a Party is in material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation provisions of this Agreement (includingand that breach continues for a period of thirty days after the other Party notifies the breaching Party of such breach, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies including a reasonably detailed statement of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove nature of the links to the Nuggets Services from the Customer Websites, App, Contact Centrebreach.
Appears in 1 contract
Sources: Interconnection and Reciprocal Compensation Agreement
Term and Termination. 7.1. Subject to A. This Agreement shall commence as of the termination rights set out belowAgreement Date and shall terminate upon the last of the dates described in the following sentence, unless the Agreement is terminated earlier in accordance with its terms (such period, and any extension or renewal thereof, the initial term of “Term”). As to any particular Aircraft, unless this Agreement shall begin on the Effective Date and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed is terminated earlier in Schedule B ("Initial Term"). Thereafteraccordance with its terms, this Agreement shall automatically renew for subsequent one terminate (1x) with respect to each Aircraft described in clauses (i) and (ii) of Article 1 Section A, upon the tenth (10th) anniversary of the initial in-service date of such Aircraft, and (y) with respect to any Aircraft described in clause (iii) of Article 1 Section A, upon such date as shall be mutually agreed by Delta and Operator. Notwithstanding the above, at any time on or after the [***] anniversary of the Agreement Date, either party shall have the right to remove up to [***] of the Aircraft capacity from the scope of the Agreement each year terms (each a "Renewal Term"during the Term thereafter.
B. Notwithstanding the provisions of Section 11(A), unless either Party gives written notice party may terminate this Agreement immediately if the other party files a voluntary petition in bankruptcy, makes an assignment for the benefit of its intent not creditors, fails to renew no less than secure dismissal of any involuntary petition in bankruptcy within sixty (60) days prior to after the end of the Initial Term filing thereof, or petitions for reorganization, liquidation, or dissolution under any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”federal or state bankruptcy or similar law.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to C. Notwithstanding the other Partyprovisions of Section 11(A), such notice to expire on in the first anniversary event of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within by either party remaining uncured for more than thirty (30) days after receipt of written notification of such breach by the nonbreaching party, then the nonbreaching party may immediately terminate this Agreement at its sole option.
D. Notwithstanding the provisions of Section 11(A), in the event a “Force Majeure Event” (as defined in Article 19) substantially prevents one party’s performance of its obligations pursuant to this Agreement, for a period of ten (10) or more consecutive days, Delta may (i) temporarily suspend some or all of the Aircraft from the scope of this Agreement upon written notice from to the non-defaulting party specifying Operator, or (ii) terminate this Agreement in its entirety upon thirty (30) days prior written notice to Operator.
E. Notwithstanding the breach provisions of Sections 11(A), (B), (C) and requiring it (D), Delta shall have the right to terminate this Agreement immediately and at its sole option upon the occurrence of one or more of the following:
(i) Operator or Parent agrees to merge into or with any entity, agrees to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable acquired by any entity, agrees to pay its debts as they fall due and/or that the value sell substantially all of its assets is less than the amount or enters into a letter of its liabilities taking intent, or similar document, to merge into account its contingent and prospective liabilities)or with any entity, proposes an individualto be acquired by any entity, company or partnership voluntary arrangement, whether with to sell substantially all of its creditors assets (each such event, a “Merger”);
(ii) The acquisition, after the Agreement Date, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than forty-nine percent (49%) of either (a) the then outstanding shares of common stock of Operator or Parent, or (b) the combined voting power of the then outstanding voting securities of Operator or Parent entitled to vote generally in the election of such entity’s directors or managers, as applicable (each such event, a “Change of Control”);
(iii) Operator’s level of safety with respect to its operation of the Aircraft or the Delta Connection Flights is not reasonably satisfactory to Delta;
(iv) a breach by Operator of Section 17(G) hereof;
(v) Operator’s failure to pass, in Delta’s reasonable discretion, a safety and codeshare audit to be conducted by Delta, at its sole discretion, at any class time during the Term of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up this Agreement;
(except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens vi) Operator fails to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to achieve any of the events referred Operational Performance Standards set forth on Schedule 10 with respect to the Delta Connection Flights during any (y) two (2) consecutive months or (z) three (3) months during any consecutive six (6) month period;
(vii) a material breach by Operator or Parent of any representation or warranty in clause 7.3.2 Section 16(A)(5);
(viii) Operator’s failure to comply with the insurance provisions of Articles 13 and 14 hereof;
(ix) Operator’s FAA or DOT Certification is for any reason suspended or revoked or otherwise not in full force and effect so as to permit Operator to operate the Delta Connection Flights required under this Agreement;
(x) Operator shall commence operating an aircraft type which causes Delta to be in violation of its collective bargaining agreement with its pilots, as may be amended from time to time; and
(xi) any part breach by Operator or Parent of that certain Assignment and Assumption Agreement of even date herewith by and among Operator, Parent, Delta and Bombardier Inc. (the world“Assignment and Assumption Agreement”) including without limitation any failure to make any PDP Payments (as defined therein) due under the Pinnacle Purchase Agreement (as defined therein) on a timely basis or any failure to accept delivery of any aircraft tendered for delivery under the Pinnacle Purchase Agreement in compliance with the terms thereof.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation F. Termination of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 for any reason shall not relieve either party of rights and 10) shall survive any such expiration, termination or cancellationobligations incurred prior to the effective date of termination. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under A party’s right to terminate this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links be in addition to the Nuggets Services from the Customer Website(s)any other rights or remedies, Appin law or equity, Contact Cen- treavailable to such party.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 1 contract
Sources: Delta Connection Agreement (Pinnacle Airlines Corp)
Term and Termination. 7.1. 8.1 Subject to the termination rights set out belowprovisions of Section 13, the initial term of this Agreement shall begin be for two years ("Term"), which shall commence on the Effective Date andDate. The terms of this Agreement will apply retroactively for traffic exchanged by the two carriers during 2003. ▇▇▇▇▇▇▇▇ will bill a net amount due $6,790.28 and VZW will pay this amount for the exchange of 2003 traffic. The payment shall be due within 30 days of the date VZW receives the invoice. After this, subject to any termination rights, the monthly 2004 billing as outlined in Section 5.4.2 above shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term")apply. Thereafter, this This Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term")successive six-month periods, unless either Party gives written notice of its intent unless, not to renew no less than sixty one hundred twenty (60120) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred renewal term, either Party notifies the other Party of its intent to as the “Term”.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to or renegotiate a new agreement. In the other Partyevent of such renegotiation, this Agreement shall remain in effect until such notice to expire on the first anniversary of the Effective Datetime that a new agreement becomes effective.
7.3. Either 8.2 The Parties agree that disputed and undisputed amounts due under this Agreement shall be handled as follows:
8.2.1 If any portion of an amount due to a Party (the "non-defaulting partyBilling Party") may terminate under this Agreement is subject to a bona fide dispute between the Parties, the Party billed (without prejudice to its other rights and remediesthe "Non-Paying Party") with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement andshall, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a its receipt of the invoice containing such disputed amount, give written notice to the Billing Party of the amounts it disputes ("Disputed Amounts") and include in such notice the specific details and reasons for disputing each item. The Non-Paying Party shall pay when due all undisputed amounts to the Billing Party. The Parties will work together in good faith to resolve issues relating to the disputed amounts. If the dispute is resolved such that payment is required, the Non-Paying Party shall pay the disputed amounts with interest at the lesser of (i) one and one-half percent (1-1/2%) per month or (ii) the highest rate of interest that may be charged under Massachusetts’s applicable law. In addition, the Billing Party may cease terminating traffic for the Non-Paying Party after undisputed amounts not paid become more than 90 days past due, provided the Billing Party gives an additional 30 days’ written notice and opportunity to cure the default.
8.2.2 Any undisputed amounts not paid when due shall accrue interest from the date such amounts were due at the lesser of (i) one and one-half percent (1-1/2%) per month or (ii) the highest rate of interest that may be charged under Massachusetts’s applicable law.
8.2.3 Undisputed amounts shall be paid within thirty (30) days of receipt of invoice from the Billing Party.
8.3 Upon termination or expiration of this Agreement in accordance with this Section:
(a) Each Party shall comply immediately with its obligations as set forth in Section 8.2 above;
(b) Each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; and
(c) Each Party's indemnification obligations shall survive termination or expiration of this Agreement.
8.4 Either Party may terminate this Agreement in whole or in part in the event of a default of the other Party, provided, however, that the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. Party notifies the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that Party in writing of the value of its assets is less than the amount of its liabilities taking into account its contingent alleged default and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any Party does not correct the alleged default within thirty (30) days after receipt of the events referred to in clause 7.3.2 in any part of the worldwritten notice thereof.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 1 contract
Term and Termination. 7.112.1. Subject to This Agreement will commence and be effective on the termination rights set out below, date of the last signature by the parties and the initial term of this Agreement shall begin on the Effective Date and, subject to any termination rights, shall extend until the expiry continue for a period of three (3) years from the Provisioning Configuration Date relating to the Customer Websitesyears, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred extended, subject to as successful re-qualification for successive three-year periods (the “Term”).
7.212.2. Either Party This Agreement may terminate this Agreement by giving no less than 2 be terminated at any time upon six (6) months’ prior ' written notice by either party to the other Party, such notice to expire on the first anniversary other; or If a period of the Effective Date.
7.3. Either Party thirty ("non-defaulting party"30) may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to days has elapsed from one party notifying the other Party ("defaulting party"):
7.3.1. if the defaulting party commits of a material breach of this Agreement andor of the terms of the Certification Policy and Assessment Procedures, if and such a breach has not been rectified to the satisfaction of the other party.
12.3. If either party (i) commits a breach is of this Agreement or fails to discharge any of the obligations under this Agreement, and in the case of a breach capable of remedy, such breach is not cured remedy fails to do so within thirty (30) days of a written receiving notice of such breach from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party other party, or (ii) becomes insolvent bankrupt or goes into liquidation, or (including being unable to pay its debts as they fall due and/or that the value iii) if a receiver is appointed in respect of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness assets, or assets; (iv) if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except it makes an assignment for the purpose benefit of or enters into a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases composition with its creditors generally or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to do any of the events referred things specified in (ii), or
(v) any judgement is made against it and remains unsatisfied for seven days, the other party shall be entitled to terminate this Agreement forthwith on written notice without prejudice to any rights that party may have in clause 7.3.2 in any part respect of the worldsuch breach or failure.
7.412.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration Expiration or termination of this AgreementAgreement for whatever reason shall cause The Open Group to remove O-TTPS Recognized Assessor from its website register and O-TTPS Recognized Assessor, except as expressly set out hereinat its expense, all licences granted under shall immediately cease to make any use of the Trademarks and shall not make any claims of being an O-TTPS Recognized Assessor, whatsoever.
12.5. Notwithstanding the termination of this Agreement for any reason, the obligations of non- disclosure in respect of any Confidential Information disclosed prior to such termination shall terminate and Customer survive for a period of six (6) years following such termination,
12.6. In the event of termination pursuant to this Section 12:
12.6.1. Where a six-month termination notice has been advised by either party, O-TTPS Recognized Assessor shall remove not enter into new Assessment contracts with Organizations that it cannot foreseeably complete before the Nuggets Marks and effective date of termination; or,
12.6.2. Where immediate termination for reasons pursuant to Clause 12.3 above, the links Assessor may complete any incomplete Assessments, subject to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies written request of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instructionOrganization to The Open Group, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centrewhich it shall not unreasonably deny.
Appears in 1 contract
Sources: O TTPS Recognized Assessor Agreement
Term and Termination. 7.13.1 This Agreement shall supersede the Prime Vendor Agreement for Pharmaceuticals (made December 22, 2003 and effective January 1, 2004), as amended. Subject to the termination rights set out below, the This Agreement shall have an initial term of from July 27, 2010 through October 31, 2013 (“Initial Term”), and following the Initial Term, this Agreement shall begin be renewed automatically for up to two (2) successive one-year period(s) (each such period a “Renewal Term”) unless McKesson shall have given Omnicare written notice of non-renewal at least one hundred fifty (150) days prior to the expiration of the Initial Term or then current Renewal Term. For purposes of this Agreement, the period beginning on the Effective Date and, subject to and continuing through the earlier of (i) the expiration Initial Term or the last Renewal Term or (ii) the effective date of any termination rightsof this Agreement pursuant to Section 3.2, shall extend until be defined as the expiry “Term” of three (3) years this Agreement. Each twelve-month period ending on any June 30 following the Effective Date shall constitute a “Contract Year,” except that the first Contract Year shall be the period from the Provisioning Configuration Date relating July 27, 2010 through June 30, 2011. McKesson’s offer to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, enter into this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term")expire at 5:00p.m. Eastern Time on July 26, 2010, unless either Party gives this Agreement has been executed and delivered by Omnicare to McKesson prior to such time.
3.2 This Agreement may be terminated prior to expiration only as follows:
3.2.1 Omnicare may terminate this Agreement [***] in accordance with Sections [***], 13.3 and 13.6. MHS may terminate this Agreement in accordance with Sections [***], [***], 13.3 and 13.6. Either party may terminate this Agreement upon (i) the other party’s failure to make any payment due hereunder within fifteen (15) days following written notice of such failure or (ii) any other material breach of the Agreement by either party which remains uncured forty-five (45) days following written notice thereof.
3.2.2 Upon the occurrence of any of the following events to a party, the other party may, without prejudice to its intent other rights, terminate this Agreement upon written notice:
3.2.2.1 If such party shall wind up, liquidate, or dissolve itself; or
3.2.2.2 If such party shall file any petition under any bankruptcy, reorganization, insolvency or moratorium laws, or any other law or laws for the relief of or in relation to the relief of debtors; or
3.2.2.3 If such party shall file any involuntary petition under any bankruptcy statute or a receiver or trustee shall be appointed to take possession of all or a substantial part of its assets which has not to renew no less than been dismissed or terminated within sixty (60) days prior to the end of the Initial Term date of such filing or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms appointment; or
3.2.2.4 If such party shall be referred to as the “Term”.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits make a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application general assignment for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratoriumcreditors or shall become unable or admit in writing its inability to meet its obligations as they mature; or
7.3.3. 3.2.2.5 If such party shall institute any proceedings for liquidation or the defaulting party suffers winding up of its business other than for purposes of reorganization, consolidation or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the worldmerger.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.3.2.3 [***]
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.3.2.4 [***]
Appears in 1 contract
Sources: Prime Vendor Agreement
Term and Termination. 7.1. Subject to 11.1 This Agreement shall commence on the termination rights set out belowEffective Date and shall continue for a Contract Year and shall then continue for further Contract Years, unless either party gives the initial other not less than 60 days' written notice before the end of the then current Contract Year.
11.2 Either party may terminate this Agreement, at any time, immediately by giving the other written notice if the other:
(a) materially breaches any term of this Agreement shall begin on and it is not possible to remedy that breach;
(b) materially breaches any term of this Agreement and it is possible to remedy that breach, but the Effective Date andother fails to do so within 30 days of being requested in writing to do so; or
(c) becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an is order made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 28 days), or is subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to the end of the Initial Term proceedings which are equivalent or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous substantially similar to any of the events referred foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so. For the purposes of this clause 11.2, in clause 7.3.2 order for it to be possible to remedy a breach it must be possible to take steps so as to put the other party into the same position which (save as to the date) it would have been in any part of if the worldbreach had never occurred.
7.4. The 11.3 Without prejudice to clause 11.1, Supplier may, in addition, and without liability, terminate this Agreement, or alternatively, may suspend access to and use of any Product and/or the Service, by giving You written notice if:
(a) any provision of clause 3.3 is breached; and/or
(b) You are in persistent or repeated breach of any of Your obligations of the Parties under this Agreement by their very nature shall continue beyond (whether or not it is the expiration, termination same obligation that is breached and whether or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any not such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(sbreaches are remedied), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 1 contract
Sources: Terms and Conditions
Term and Termination. 7.116.1. Subject to the termination rights set out belowThis agreement shall, the initial term of unless otherwise terminated as provided in this Agreement shall begin clause 16, commence on the Effective Date and shall continue for the Initial Subscription Term and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafterthereafter, this Agreement agreement shall be automatically renew renewed for subsequent one (1) year terms successive periods of 12 months (each a "Renewal Term"Period), unless unless:
16.1.1. either Party gives written notice party notifies the other party of its intent not to renew no less than sixty (60) termination, in writing, at least 90 days prior to before the end of the Initial Subscription Term or any subsequent Renewal TermPeriod, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
16.1.2. The Initial Term and otherwise terminated in accordance with the provisions of this agreement;
16.2. Without affecting any subsequent Renewal Terms shall be referred other right or remedy available to as the “Term”.
7.2. Either Party it, either party may terminate this Agreement agreement with immediate effect by giving no less than 2 months’ prior written notice to the other Party, such notice party if:
16.2.1. the other party fails to expire pay any amount due under this agreement on the first anniversary of the Effective Date.due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
7.316.2.2. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of any other term of this Agreement and, if the agreement which breach is capable of remedy, irremediable or (if such breach is not cured remediable) fails to remedy that breach within thirty (30) a period of 30 days of a written notice from the non-defaulting party specifying the breach and requiring it after being notified in writing to be remedieddo so;
7.3.216.2.3. the defaulting other party becomes insolvent (including being repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
16.2.4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due and/or that or admits inability to pay its debts or is deemed unable to pay its debts within the value meaning of its assets is less than section 123 of the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether Insolvency Act 1986 ;
16.2.5. the other party commences negotiations with all of its creditors or any class of themits creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
16.2.6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
16.2.7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
16.2.8. the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
16.2.9. a receiver, administrator person becomes entitled to appoint a receiver over the assets of the other party or manager a receiver is appointed over the assets of the other party;
16.2.10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its busi- ness the other party's assets and such attachment or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; orprocess is not discharged within 14 days;
7.3.316.2.11. the defaulting party suffers or there occurs in relation to that party, any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is analogous subject that has an effect equivalent or similar to any of the events referred to mentioned in clause 7.3.2 in any 16.2.4 to clause 16.2.10 (inclusive);
16.2.12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of the worldits business.
7.416.3. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or On termination of this Agreement, except as expressly set out herein, agreement for any reason:
16.3.1. all licences granted under this Agreement agreement shall terminate immediately terminate;
16.3.2. each party shall return and Customer shall remove the Nuggets Marks make no further use of any equipment, property, Documentation and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination other items (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of them) belonging to the Nuggets Container other party;
16.3.3. ISUMO may destroy or otherwise dispose of any of the Customer Data in its possession unless ▇▇▇▇▇ receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. ISUMO shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and con- trolcharges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by ▇▇▇▇▇ in returning or disposing of Customer Data; (b) return (and
16.3.4. any rights, remedies, obligations or at Nuggets’ written instruction, destroy) all Nuggets Confidential Informationliabilities of the parties that have accrued up to the date of termination, including all Nuggets Documentation the right to claim damages in Customer’s possession and/or control; and (c) remove respect of any breach of the links to agreement which existed at or before the Nuggets Services from the Customer Websites, App, Contact Centredate of termination shall not be affected or prejudiced.
Appears in 1 contract
Sources: Terms and Conditions
Term and Termination. 7.1. Subject to the termination rights set out below8.1 Unless earlier terminated as provided in this Agreement, the initial term Term of this Agreement shall will begin on the Effective Date and, subject to any termination rights, shall extend until the expiry of and continue for three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term")years. Thereafter, this Agreement The Term shall automatically renew for subsequent successive one (1) year terms (each a "Renewal Term"), renewal Terms unless either Party gives written notice of its intent notifies the other Party in writing that it intends not to renew no less than sixty at least ninety (6090) days prior to the end expiration of the Initial initial Term or any subsequent Renewal Termrenewal Term or this Agreement is otherwise terminated as provided herein. The Initial Term Upon the expiration of this Agreement, or the earlier termination hereof for any reason (i) all license rights granted in this Agreement to one Party by the other will terminate; (ii) each Party will promptly pay the other Party for all amounts accrued as of the date of termination; (iii) each Party will cease using and any subsequent Renewal Terms return, or certify the destruction of, the other Party's Confidential Information, and (iv) the Parties shall be referred take such other actions, or cease from acting, as reasonably required due to as the “Term”such termination. Sections 1, 4, 5, 6.6, 9, 10, 11, 12, 14.1, 14.2, 14.6, 14.7, 14.8 and 14.9 will survive expiration or termination of this Agreement.
7.2. Either 8.2 If one Party is in breach of a material provision of this Agreement or any SOW, then the non-breaching Party may terminate this Agreement by giving no less providing fifteen (15) business days written notice thereof to the other Party; provided, however, that the breaching Party shall have fifteen (15) days from receipt of written notice to cure the breach. Notwithstanding the foregoing, if Edentify has breached, or ChoicePoint reasonably and in good faith suspects that Edentify has breached any provision Section 9 herein, ChoicePoint may suspend the provision of Services hereunder, upon the provision of three (3) business days advance written notice to Edentify, and until ChoicePoint can reasonably determine whether a breach has occurred as soon as possible; provided, however, that in situations where ChoicePoint suspects a breach ChoicePoint may not suspend the Services for more than 2 months’ prior two (2) business days while determining whether a breach occurred. Furthermore, Edentify's obligation to make payments due under this Agreement shall be temporarily suspended during any such suspension of the services.
8.3 In the event either Party ceases conducting business in the ordinary course; makes a general assignment for the benefit of its creditors; files a petition seeking or acquiescing in any relief for itself under any present or future federal, state or other statute or law relating to bankruptcy, insolvency or other relief for debtors; seeks or consents to or acquiesces in the appointment of any trustee, receiver or liquidator of all or any part of its business or property; this Agreement may be automatically and immediately terminated by either Party upon written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 1 contract
Sources: Services Agreement (Edentify, Inc.)
Term and Termination. 7.1. Subject to the termination rights set out below, the initial 7.1 The term of this Agreement (“Term”) shall begin on the Effective Date andand end on the date of expiration or termination of the Agreement, subject to any termination rights, shall extend until the expiry of three whichever occurs first. Unless terminated in accordance with Schedule 2 (3Pricing) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in or Schedule B 4 ("Initial Term"Termination & Transition Services). Thereafter, this Agreement shall automatically renew remain in effect for an initial term of five (5) years (“Initial Term”) and for subsequent renewal terms of one (1) year terms each (each a "“Renewal Term"”), unless either Party gives party provides written notice of its intent not to renew no less than sixty non-renewal at least one hundred eighty (60180) days prior before a Renewal Term would otherwise begin. If a party gives timely written notice of non-renewal, the Agreement shall expire at the end of the then-current Initial Term or Renewal Term.
7.2 Subject to ▇▇▇▇▇.▇▇▇ continuing to perform all of its material obligations under this Agreement (including but not limited to provide its Support Services and complying with its pricing obligations), ADT agrees that if the Agreement is not renewed at the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to the other Partyeither party, such notice to expire on then for the first anniversary [***] ([***]) years from the end of the Effective Date.
7.3Initial Term, ADT will not transition (and cease paying for) or voluntarily terminate Subscribers in each year at a rate that is [***]; provided that under no circumstances shall ADT be obligated to pay any fees for any Subscriber who terminates their account, or whose account is otherwise involuntarily terminated (including but not limited to through settlement, court action, or under Applicable Law). Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach For purposes of this Agreement andillustration, if the breach is capable of remedyAgreement expires after the Initial Term on June 30, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;2021 [***]. [***] = CONFIDENTIAL TREATMENT REQUESTED
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration 7.3 Expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate not relieve ADT’s obligation to pay all Fees that are owed by ADT as of the date of expiration or termination, nor shall such expiration or termination prevent ▇▇▇▇▇.▇▇▇ from pursuing other remedies available to it at law or in equity, including injunctive relief. The following provisions shall survive expiration or termination: Sections 6.1, 6.5, 6.8, 7.2, 7.3, 8, 9.2, 9.3, 9.4, 9.5, 9.6, 10 and Customer shall remove the Nuggets Marks and the links 11.
7.4 The parties agree to the Nuggets Services from the Customer Website(sadditional terms contained in Schedule 2 (Pricing), App, Contact Cen- tre.
7.5. Promptly following termination Schedule 4 (and in any event, no more than one (1) business dayTermination & Transition Services), Customer will: and Schedule 7 (aConnect Platform Terms) cease using and destroy all copies of the Nuggets Container attached hereto. For clarity, ADT’s failure to meet its payment obligations as outlined in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links Section 6 shall be considered a material breach subject to the Nuggets Services from the Customer Websites, App, Contact Centrecure provisions outlined in Schedule 4.
Appears in 1 contract
Sources: Master Services Agreement (Alarm.com Holdings, Inc.)
Term and Termination. 7.1. Subject to the termination rights set out below, the initial term of this 12.1 This Agreement shall begin commence on the Effective Date and shall, unless terminated early in accordance with it terms, continue for the Initial Subscription Term and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafterthereafter, this Agreement shall be automatically renew renewed for subsequent one (1) year terms successive periods of 12 months (each a "“Renewal Term"Period”), unless either Party gives written notice party notifies the other party of its intent not to renew no less than sixty (60) termination, in writing, at least 90 days prior to before the end of the Initial Subscription Term or any subsequent Renewal Term. The Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term and any subsequent or Renewal Terms shall be referred to as the “Term”Period.
7.2. Either Party 12.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.party if:
7.3. Either Party ("non-defaulting party"a) may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of any term of this Agreement and, if the which breach is capable of remedy, irremediable or (if such breach is not cured remediable) fails to remedy that breach within thirty 30 days after being notified in writing to do so; or
(30b) days of a written notice from the non-defaulting other party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being i) is unable to pay its debts as they fall due and/or that defined in section 123 Insolvency Act 1986, (ii) proposes a voluntary arrangement; (iii) has steps taken for a receiver, administrative receiver or manager to be appointed over the value whole or a material part of its assets business or assets; (iv) is less than subject to an order being made, a resolution passed or other steps being successfully taken for its winding-up (except for the amount purposes of its liabilities taking into account its contingent and prospective liabilitiesa bona fide solvent reorganisation), bankruptcy or dissolution; (v) proposes an individual, company or partnership voluntary arrangement, whether enters into any composition or arrangement with all of its creditors generally or any class of them, has a receiver, administrator ; or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it vi) ceases or threatens to cease to carry on business or if it claims claim the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, if any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is analogous subject that has an effect equivalent or similar to any of the events referred to mentioned in clause 7.3.2 in any part (i) – (vi) of the worldthis clause.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, 12.3 On termination or cancellation of this Agreement for any reason:
(including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10a) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall immediately terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s)must cease using the Software;
(b) each party shall return and make no further use of any equipment, Appproperty, Contact Cen- tre.
7.5. Promptly following termination and other items (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of them) belonging to the Nuggets Container other party; and
(c) the Supplier may destroy or otherwise dispose of any of the Customer Materials in its possession unless the Supplier receives, no later than ten Business Days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of such Customer Materials. All time spent and con- trol; (b) return (or costs incurred in complying with any such request shall be at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in the Customer’s possession and/or control; expense and (c) remove shall be chargeable by the links to Supplier on a time and materials or fixed priced basis as determined by the Nuggets Services from the Customer Websites, App, Contact CentreSupplier.
Appears in 1 contract
Sources: Software as a Service Agreement
Term and Termination. 7.1. Subject to the termination rights set out below, the (A) The initial term of this Agreement shall begin on the Effective Date and1st day of March, subject to any termination rights, shall extend until 2004 (the expiry of three "Commencement" date) and continue for two (32) years from or until terminated sooner as provided herein (the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). ThereafterProvided NBBI or LESSEE, respectively, is not in default under this Agreement Agreement, the Initial Term shall be automatically renew renewed for subsequent additional terms of one (1) year terms (each a "Renewal Term")each, unless either Party party gives written notice of its intent not intention to renew no less than terminate the Agreement at least sixty (60) days prior to the end expiration of the Initial Term or any subsequent Renewal Termthen current term. The Initial Term Except as otherwise provided herein, all the terms of this Agreement shall remain in full force and any subsequent Renewal Terms shall be referred to as the “Term”effect during such renewal term(s).
7.2. (B) Either Party party may terminate this Agreement by giving no less than 2 months’ prior the other party at least sixty (60) days written notice prior to the other Party, such notice to expire on the first anniversary expiration of the Effective Datecurrent term of this Agreement. This Agreement may only be amended from time to time by a writing signed by authorized officers of both parties.
7.3. Either Party ("non-defaulting party"C) may terminate this Agreement (without prejudice If either party shall fail to perform any of its other rights obligations hereunder, of if any warranty made by either party is breached, and remedies) with immediate effect by written notice such status shall continue to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within exist for thirty (30) days after the other party has given written notice thereof, then such other party may declare this Agreement terminated.
(D) Either party may terminate this Agreement at any time without advance written notice upon the occurrence of a written notice from bankruptcy event. A bankruptcy event occurs if:
(i) the non-defaulting other party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party suspends or goes out of business, substantially reduces business operations, becomes insolvent (including being or unable to pay meet its debts as they fall due and/or that the value mature, calls a meeting of its assets is less than the amount creditors, sends notice of a proposed bulk sale of all or a substantial part of its liabilities taking into account business, makes any general assignment for the benefit of its contingent and prospective liabilities)creditors, proposes or commits an individualact of bankruptcy; or
(ii) any petition is filed by the other party initiating a bankruptcy, company or partnership voluntary arrangement, whether with reorganization, or other proceeding under any provision of the U.S. Bankruptcy Code or similar law or such a proceeding is filed against such party and is not removed or discharged within sixty (60) days after the filing thereof; or
(iii) a receiver or trustee is appointed for the other party or for any or all of its creditors property.
(E) The termination or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit modification of any statutory moratorium; or
7.3.3. Network shall not affect nor prohibit the defaulting party suffers or there occurs in relation to that party, any event which is analogous enforcement of this Agreement as it applies to any of the events referred to in clause 7.3.2 in any part of the worldremaining Networks.
7.4. The (F) All obligations of the Parties LESSEE or NBBI incurred under this Agreement by their very nature shall continue beyond as of the expiration, date of termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expirationtermination and shall not affect the rights of the LESSEE or NBBI, termination or cancellation. Upon as the expiration or termination case may be, in the performance of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 1 contract
Sources: Network Leasing Agreement (National Health Partners Inc)
Term and Termination. 7.1. Subject to the termination rights set out below, the initial term of this
17.1 This Agreement shall begin commences on the Effective Date date that it is entered into by you and us (“Commencement Date”) and, subject to any termination rightsunless terminated earlier in accordance with this Clause 16, shall extend until continue for a fixed period of 12 months (the “Initial Term”) whereupon it shall either continue in accordance with the provisions of Clause 17.2 or terminate in accordance with the provisions of Clause 17.3.
17.2 On the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew continue for subsequent one further consecutive periods of 12 months (1) year terms (each each, a "Renewal “Further Term"”), unless either Party gives written party has given the other party notice in accordance with Clause 17.3, or unless the Agreement is terminated sooner in accordance with Clauses 17.4 or 17.5.
17.3 Without prejudice to any of its intent not to renew no less than sixty (60) days prior to the parties’ rights or remedies, this Agreement shall terminate at the end of the Initial Term or any subsequent Renewal Term. The Initial at the end of the then Further Term and any subsequent Renewal Terms shall be referred to as if either party has given the “Term”.
7.2. Either Party may terminate this Agreement by giving no less than 2 monthsother 4 (four) weeks’ prior written notice to terminate the other PartyAgreement at any time up to 4 weeks before the end of the relevant 12-month period (“Notice Period”), such notice to expire on either upon the first anniversary end of the Effective DateInitial Term or the end of the then Further Term (as the case may be).
7.3. Either Party ("non-defaulting party") may 17.4 We may, without prejudice to any of our other rights orremedies, terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect or any Commercial Proposal immediately by written notice to you if you:
(a) fail to pay any amounts due under this Agreement within 30 daysof the other Party due date and fail to make payment within 5 business days after notification of such non-payment;
("defaulting party"):
7.3.1. if the defaulting party commits a b) are in material breach of any of your obligations under this Agreement and, if the and either that breach is capable incapable of remedyremedy or you have failed to remedy that breachwithin 30 days after receiving written notice requiring you to remedy such breach; or
(c) fail to enter into a separate data processing agreement with us, such as established under Clause 16.4(b).
17.5 You may, without prejudice to any of your other rights or remedies, terminate this Agreement or any Commercial Proposal immediately by written notice to us if:
(a) we are in material breach of any of our obligations under this Agreementand either that breach is not cured incapable of remedy or we have failedto remedy that breach within thirty (30) 30 days of a after receiving written notice from the non-defaulting party specifying the breach and requiring it us to remedy such breach;
(b) we are found to be remedied;
7.3.2. the defaulting party becomes or become insolvent (including being or unable to pay its our debts as they fall due and/or due.
17.6 In the event that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors this Agreement or any class of themCommercial Proposal is terminated, has a receiverfor whatever reason, administrator or manager appointed over you must immediately cease using the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the worldrelevant Services.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, 17.7 Any termination or cancellation expiry of this Agreement or anyCommercial Proposal (includinghowsoever occasioned) shall not affect any accrued rights or liabilities of either party, without limitation, claus- es 4, 5nor shall it affect the coming into force or the continuance in force of anyprovision of this Agreement which is expressly or by implication intended to come into force or continue in force onor after termination. Unless mutually agreed otherwise in any Commercial Proposal, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon Clause 17 sets out the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under only grounds on which this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links or any Commercial Proposal may beterminated prior to the Nuggets Services from the Customer Website(s), App, Contact Cen- treits expiry.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 1 contract
Sources: Altruistiq Standard Contract
Term and Termination. 7.1(1) Unless sooner terminated in accordance with Article 15. Subject to the termination rights set out (2) below, the initial term Term of this Agreement shall begin on the Effective Date and, subject to any termination rights, and shall extend until expire at the expiry end of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter; provided, however, that the Term of this Agreement shall automatically renew be extended, subject to termination in accordance with Article 15. (2), for subsequent one additional periods of two (12) year terms (each a "Renewal Term")years each, unless either Party gives the other Party written notice of its intent not to renew no less than the contrary at least sixty (60) days prior to the end of the Initial Term or any subsequent Renewal Term. The the then-current extension term, as the case may be, in which case the Term of this Agreement shall expire at the end of the Initial Term and any subsequent Renewal Terms shall be referred to or the then-current extension term, as the “Term”case may be.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to (2) Upon the other Party, such notice to expire on the first anniversary occurrence of any one of the Effective Date.
7.3. Either Party following events with respect to a party (the "non-defaulting partybreaching Party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to ), the other Party ("defaulting party"):shall have the right to terminate this Agreement, effective immediately upon giving the breaching Party written notice of such termination as follows:
7.3.1. if the defaulting party commits a. a material breach by the breaching Party in fulfilling any one or more of its covenants, obligations or responsibilities pursuant to this Agreement andAgreement, if the breach is capable of remedy, such breach which failure is not cured within thirty (30) days after the breaching Party receives written notice of such breach from the other Party;
b. dissolution, termination of existence, liquidation, insolvency or business failure of the breaching Party, or the appointment of a written notice from custodian or receiver for the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole breaching Party or any part of its busi- ness the property of the breaching Party if such appointment is not terminated or assetsdismissed within thirty (30) days; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for transmittance of control from one Party to its Affiliate.
c. the purpose institution by the breaching Party of any proceeding under applicable bankruptcy laws or the making by the breaching Party of a bona fide amalgamation composition or reconstruction), bankruptcy any assignment or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims trust mortgage for the benefit of any statutory moratoriumcreditors; or
7.3.3. d. the defaulting party suffers institution against the breaching Party of a proceeding under applicable bankruptcy, reorganization, receivership, insolvency or there occurs in relation to that partyother similar law affecting the rights of creditors generally, any event which proceeding is analogous to any not dismissed within thirty (30) days of the events referred to in clause 7.3.2 in any part of the worldfiling.
7.4. The obligations of the Parties under this Agreement by their very nature (3) In no event shall continue beyond the expiration, termination or cancellation of this Agreement terminate the obligation of either Party to make royalty, fee or other amount either due hereunder as of the date of termination or which becomes due thereafter in accordance with the terms of this Agreement.
(including4) Upon termination of this Agreement for any reason:
a. BioCare shall immediately terminate production of Products.
b. Each Party shall cease using the other Party's Confidential Information and either promptly return to the other Party or dispose of all of the other Party's Confidential Information in any form whatsoever which it may have in its possession, without limitationcustody or control (whether direct or indirect).
(5) Neither Party shall by reason of the termination of this Agreement be liable to the other Party for compensation or damages on account of the loss of profits or sales, claus- es 4or expenditures, 5investments or commitments in connection therewith.
(6) The provisions of Sections 11, 12, 13, 14, 15(3) through (6) and 16 of this clause 7.4, 8, 9 and 10) Agreement shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement.
(7) If a "Change of Control" occurs on either parties part, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove will stay in effect for two full years after the Nuggets Marks and the links "Change of Control" take place. Written notification of "Change of Control" must be given to the Nuggets Services from other party within 30 days after the Customer Website(s), App, Contact Cen- tre"Change of Control" is instituted.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 1 contract
Sources: Supply Partnership Agreement (Criticare Systems Inc /De/)
Term and Termination. 7.1. 10.1 Subject to the termination rights set out belowprovisions contained in this Agreement, the initial term of this Agreement shall begin on be twelve (12) months from the Effective Date andand thereafter shall continue in effect for consecutive 180 day terms, subject to any termination rightsunless, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred renewal term, either Party notifies the other Party of its intent to as the “Term”.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to or renegotiate a new agreement. In the other Partyevent of such renegotiation, this Agreement shall remain in effect until such notice to expire on the first anniversary of the Effective Datetime that a new agreement becomes effective.
7.3. 10.2 Notwithstanding 9.1, this Agreement shall be terminated in the event that:
a) the FCC revokes, cancels, does not renew or otherwise terminates SPRINT's authorization to provide CMRS in the area served by ACE, or the Commission revokes, cancels, or otherwise terminates ACE's certification to provide local service;
b) either Party becomes bankrupt or insolvent, makes a general assignment for the benefit of, or enters into any arrangement with creditors, files a voluntary petition under any bankruptcy, insolvency or similar laws, or proceedings are instituted under any such laws seeking the appointment of a receiver, trustee or liquidator instituted against it which are not terminated within 60 days of such commencement.
10.3 Either Party ("non-defaulting party") may shall have the right to terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by upon written notice to the other Party ("defaulting party"):in the event:
7.3.1. if a) a Party is in arrears in the defaulting party commits payment of any undisputed amount due under this Agreement for more than 90 days, and the Party does not pay such sums within ten business days of the other Party's demand for payment;
b) a Party is in material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation provisions of this Agreement (includingand that breach continues for a period of thirty days after the other Party notifies the breaching Party of such breach, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies including a reasonably detailed statement of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove nature of the links to the Nuggets Services from the Customer Websites, App, Contact Centrebreach.
Appears in 1 contract
Sources: Interconnection and Reciprocal Compensation Agreement
Term and Termination. 7.1. Subject to the termination rights set out below17.1 This Agreement shall, the initial term of unless otherwise terminated as provided in this Agreement shall clause 17, begin on the Effective Date and shall continue for the Initial Subscription Term and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafterthereafter, this Agreement shall be automatically renew renewed for subsequent one (1) year terms successive periods, monthly, quarterly or annually as selected by the Subscriber (each a "Renewal Term"Period), unless unless: either Party gives written notice party notifies the other party of its intent not to renew no less than sixty (60) days prior to termination, in writing, during any Renewal Period, in which case this Agreement shall terminate upon the end expiry of the applicable Renewal Period; or otherwise terminated in accordance with the provisions of this Agreement; and the Initial Subscription Term or together with any subsequent Renewal Periods shall constitute the Subscription Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”.
7.2. Either Party 17.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving no less than 2 months’ prior written notice to the other Party, such notice party if: ● the Subscriber fails to expire pay any amount due under this Agreement on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice due date for payment and remains in default not less than 30 days after being notified in writing to its other rights and remedies) with immediate effect by written notice to make such payment; ● the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of any other term of this Agreement and, if the which breach is capable of remedy, irremediable or (if such breach is not cured remediable) fails to remedy that breach within thirty (30) a period of 28 days after being notified in writing to do so; ● the other party repeatedly breaches any of the terms of this Agreement in such a written notice from manner as to reasonably justify the non-defaulting opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; ● the other party specifying the breach and requiring it suspends, or threatens to be remedied;
7.3.2. the defaulting party becomes insolvent (including being suspend, payment of its debts or is unable to pay its debts as they fall due and/or that or admits inability to pay its debt; ● the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether other party commences negotiations with all of its creditors or any class of themits creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; ● a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; ● an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; ● the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; ● a receiver, administrator person becomes entitled to appoint a receiver over the assets of the other party or manager a receiver is appointed over the assets of the other party; ● a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its busi- ness the other party’s assets and such attachment or assetsprocess is not discharged within 14 days; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, ● any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is analogous subject that has an effect equivalent or similar to any of the events referred to mentioned in clause 7.3.2 in any 17.2(d) to clause or 17.2 (j) (inclusive); or ● the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of the worldits business.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, 17.3 On termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive for any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, reason: ● all licences granted under this Agreement shall terminate immediately terminate; ● each party shall return and Customer shall remove the Nuggets Marks make no further use of any equipment, property, documentation and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination other items (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of them) belonging to the Nuggets Container other party; ● the Supplier may destroy or otherwise dispose of any of the Subscriber Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Subscriber of the Subscriber Data in its possession. The Supplier shall use commercially reasonable efforts to deliver the data to the Subscriber within 30 days of its receipt of such a written request, provided that the Subscriber has, at that time, paid all fees and con- trolcharges outstanding at and resulting from termination (whether or not due at the date of termination). The Subscriber shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Subscriber Data; (b) return (and ● any rights, remedies, obligations or at Nuggets’ written instruction, destroy) all Nuggets Confidential Informationliabilities of the parties that have accrued up to the date of termination, including all Nuggets Documentation the right to claim damages in Customerrespect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced. For the avoidance of doubt, termination of this Agreement will not affect a party’s possession and/or control; and (c) remove the links rights pursuant to the Nuggets Services from the Customer Websites, App, Contact Centreany indemnity under this Agreement.
Appears in 1 contract
Term and Termination. 7.1. Subject to the termination rights set out below, the 10.01 The initial term of this Agreement shall begin on the Effective Date and, subject to any termination rights, shall extend until the expiry of be three (3) years from the Provisioning Configuration Date relating to date first referenced above and the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement appointment shall automatically renew be renewed for subsequent further one (1) year successive terms (each a "Renewal Term")without further action of the parties, unless either Party gives written notice of its intent not to renew no less than is provided by either party at least sixty (60) days prior to the end of the Initial Term initial three (3) year term or any subsequent Renewal Termone (1) year term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach term of this Agreement andshall be governed in accordance with this paragraph, if notwithstanding the cessation of active trading in the capital stock of the Fund.
10.02 In the event that AST commits any breach is capable of remedyits material obligations under this Agreement, and such breach is not cured within remains uncured for more than thirty (30) days after written notice by the Fund (which notice shall explicitly reference this provision of the Agreement), the Fund shall be entitled to terminate this agreement with no further payments other than (a) payment of any amounts then outstanding under this Agreement and (b) payment of any amounts required pursuant to Section 10.05 hereof.
10.03 In the event that the Fund terminates this Agreement other than pursuant to Sections 10.01 or 10.02 hereof, unless the termination of the Agreement is due to the liquidation, merger or other corporate action of the Fund, the Fund shall be obligated to immediately pay all amounts that would have otherwise accrued during the term of the Agreement pursuant to Section 3 hereof, as well as the charges accruing pursuant to Section 10.05 hereof. In the case of a liquidation, merger or other corporate action of the Fund, the Fund will provide AST with sixty (60) days written of such termination or merger. The Fund shall be obligated to pay any additional fees or charges in connection with the liquidation, merger or other corporate action of the Fund as mutually agreed upon in writing by both parties.
10.04 In the event that the Fund commits any breach of its material obligations to AST, including non-payment of any amount owing to AST, and such breach remains uncured for more than ninety (90) days, AST shall have the right to terminate this Agreement. Notwithstanding the foregoing, to the extent that any payments due from the Fund are the subject of a reasonable dispute between the Fund and AST and AST has received written notice from the non-defaulting party specifying the breach and requiring it Fund of such dispute, such fees will not be subject to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the worldthis Section 10.04.
7.4. The obligations of 10.05 Should the Parties under Fund elect not to renew this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of otherwise terminate this Agreement, except as expressly set out herein, all licences granted under this Agreement AST shall terminate and Customer shall remove be entitled to reasonable additional compensation not to exceed $5,500 for the Nuggets Marks and the links service of preparing records for delivery to its successor or to the Nuggets Services from Fund, and for forwarding and maintaining records with respect to certificates received after such termination. AST will perform its services in assisting with the Customer Website(s), App, Contact Cen- tre.
7.5transfer of records in a diligent and professional manner. Promptly following termination (AST Confidential and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.Proprietary Information – Version February 2014
Appears in 1 contract
Sources: Transfer Agency and Registrar Services Agreement (Templeton Global Income Fund)
Term and Termination. 7.1. Subject to the termination rights set out below, the initial a) The term of this Agreement shall begin will commence on the Effective Date andDate, subject to any termination rights, shall extend until the expiry will continue for a period of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term")and, unless either Party gives written notice of its intent not to terminated as provided herein, will automatically renew no less than sixty for successive one (601) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”year periods.
7.2. b) Either Party party may terminate this Agreement by giving no Agreement
i) at any time, with or without cause, upon not less than 2 months’ one hundred twenty (120) days prior written notice to the other Party, such notice to expire on party (said one hundred twenty (120) day period constituting the first anniversary of the Effective Date."Wind Down Period"); or
7.3. Either Party ("non-defaulting party"ii) may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by immediately upon written notice to the other Party party, subject to the provisions of Section 9(c) below, in the event:
("defaulting party"):
7.3.1. if 1) the defaulting other party commits a material breach materially breaches any provision of this Agreement and, if the breach is capable of remedy, and fails to cure such breach is not cured within thirty (30) days after receipt of notice of such breach;
(2) the other party ceases to do business as a going concern without an assignment of its rights and obligations to a successor-in-interest; applies for or consents to the appointment of a written notice from trustee, receiver or other custodian, or makes an assignment for the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party benefit of creditors; becomes insolvent (including being unable or generally fails to pay pay, or admits in writing its inability to pay, its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities)become due; or, proposes an individualsubject to applicable law, company commences or partnership voluntary has commenced against it any bankruptcy, reorganization, debt arrangement, whether with all of its creditors or other case or proceeding under any bankruptcy or insolvency law, or any class of themdissolution or liquidation proceedings and, has a receiverif such case or proceeding is commenced against it, administrator such case or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up proceeding is not dismissed within one hundred twenty (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium120) days thereafter; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, (3) any event which is analogous to any of the events referred to in clause 7.3.2 in any substantial part of the worldother party's property is or becomes subject to any levy, seizure, assignment or sale for or by any creditor or governmental agency without being released or satisfied within ten (10) days thereafter.
7.4. The obligations c) In the event of the Parties under this Agreement by their very nature shall continue beyond the expiration, any termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links pursuant to the Nuggets Services from the Customer Website(sprovisions of Section 9(b)(ii), App, Contact Cen- trethe Wind Down period shall be reduced to forty-five (45) days.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 1 contract
Sources: Marketing Alliance Agreement (Rush Financial Technologies Inc)
Term and Termination. 7.115.1. Subject to the termination rights set out below, the initial term of this This Agreement shall begin be deemed to have been concluded in the Kingdom of Saudi Arabia and shall commence on the Effective Date and, subject to any termination rights, date your Establishment’s account was set up on the American Express Saudi Arabia system and shall extend continue thereafter until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless it is terminated by either Party gives written notice of its intent party giving not to renew no less than sixty thirty (6030) calendar days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary party or until it is terminated under any of the Effective Date.following circumstances (whichever occurs earlier):
7.315.1.1. Either Party ("non-defaulting party") may terminate If either party materially breaches its obligations under this Agreement (without prejudice and fails to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits remedy such a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) calendar days of a after written notice from the non-defaulting other party specifying such a breach, then the party not in breach may terminate this Agreement immediately by written notice.
15.1.2. If:
(i) you become insolvent or enter bankruptcy, receivership or administration, or make an assignment for the benefit of creditors generally and requiring it to be remediedwe have all evidence proving this situation and notify you of them;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value ii) you suffer an execution, attachment, repossession of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with foreclosure on all or substantially all of its creditors your assets;
(iii) you cease all or any class a substantial portion of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on your business or if it claims the benefit of any statutory moratoriumoperations;
(iv) you undergo a merger or substantial change in ownership or control; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, (v) any event occurs, or series of events occur, whether related or not, which is analogous in our opinion may affect your willingness to comply with any of your obligations under this Agreement or to the Cardmember(s) in question; then this Agreement shall terminate automatically and all debts and obligations owed to us shall be deemed immediately due and payable. We shall be entitled to maintain a reserve from payments due to you and/or take such other action as we may be entitled to under this Agreement of under applicable law or equity.
15.2. You shall notify us immediately of the occurrence of any of the events referred described in Subsection 15.1.2 (i) to in clause 7.3.2 in any part (v) above.
15.3. Notices of termination shall be effective immediately upon receipt thereof.
15.4. Immediately upon termination, you shall: (i) remove our name, trademarks, service marks and other proprietary marks, materials and the equivalent, and await our instructions as to the disposal thereof; and (ii) submit all Charges and Credits incurred prior to termination.
15.5. The rights and obligations with respect to Charges and Credits made prior to the effective date of the world.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (shall remain applicable to such Charges or Credits following termination, whether such Charges or Credits are processed by us before or after termination.
15.6. All obligations and rights of a continuing nature including, without limitationbut not limited to, claus- es 4, 5, this clause 7.4, 8, 9 and 10) Full Recourse shall survive any such expiration, termination or cancellation. Upon the expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- tre.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
Appears in 1 contract
Sources: Merchant Agreement
Term and Termination. 7.1. Subject to the termination rights set out below, the initial term of this Agreement 9.1 This agreement shall begin commence on the Effective Date andand continue for the initial Subscription Term and for successive Renewal Periods thereafter, subject unless (a) either party notifies the other of its intention to any termination rightsterminate, shall extend until giving at least 30 days’ written notice, to take effect at the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to the end of the Initial initial Subscription Term or any subsequent then-current Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”Period, or (b) otherwise terminates in accordance with this section.
7.2. 9.2 Either Party party may terminate this Agreement agreement with immediate effect by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to party if the other Party ("defaulting party")::
7.3.1. if the defaulting party 9.2.1 fails to pay any amount due under this agreement and remains in default not less than 30 days after being notified in writing to make such payment;
9.2.2 commits a material breach of any other term of this Agreement and, if the agreement which breach is capable irremediable or (if remediable) fails to remedy that breach within a period of remedy30 days after being notified in writing to do so; or
9.2.3 the other party is subject to any of the following events (or any event analogous to any of the following in a jurisdiction other than England and Wales) in relation to the relevant entity: becomes insolvent, such breach is not cured within thirty enters into liquidation, whether voluntary or compulsory (30) days other than for reasons of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilitiesbona fide amalgamation or reconstruction), proposes an individual, company or partnership voluntary arrangement, whether with all of passes a resolution for its creditors or any class of themwinding-up, has a receiverreceiver or administrator manager, administrator trustee, liquidator or manager similar officer appointed over the whole or any part of its busi- ness assets, makes any composition or assets; if arrangement
9.3 On termination of this agreement for any application reason: (a) Customer shall cease using the System and the Documentation, (b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party, (c) without prejudice to Zoios’s rights in respect of Anonymised Data as set out in the Data Processing Agreement, Zoios shall delete Customer Data within 90 days of the termination of this agreement (unless otherwise requested by Customer to delete sooner), provided that Customer Data contained on backup copies of Zoios’s databases shall not be deleted for administration up to 180 days from the date of termination, upon expiry of the then-current backup, and Customer shall be filedentitled to export aggregated Customer Data via the data export functionality within the System, order shall be made and (d) any rights, remedies, obligations or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any liabilities of the events referred parties that have accrued up to in clause 7.3.2 in any part the date of the worldtermination shall not be affected.
7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation 9.4 Any provision of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination agreement that expressly or cancellation. Upon the by implication is intended to operate after expiration or termination of this Agreement, except as expressly set out herein, all licences granted under this Agreement agreement shall terminate remain in full force and Customer shall remove the Nuggets Marks and the links to the Nuggets Services from the Customer Website(s), App, Contact Cen- treeffect.
7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) cease using and destroy all copies of the Nuggets Container in its possession and con- trol; (b) return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and (c) remove the links to the Nuggets Services from the Customer Websites, App, Contact Centre.
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Sources: Subscription Agreement