Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .
Appears in 11 contracts
Sources: Professional Services Agreement, Professional Services Agreement, Professional Services Agreement
Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms.
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
a. 9.4 is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or
b. 9.5 voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 9.6 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 9.7 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 9.8 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .
Appears in 9 contracts
Sources: Professional Services Agreement, Professional Services Agreement, Professional Services Agreement
Term and Termination. 9.1 Each Order 10.1 This Agreement shall continue for Services shall take effect on the Order date and remain in effect until any agreed end date specified Term as set out in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsand any subsequent renewal term.
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either 10.2 Either party may by notice in writing terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if if:
10.2.1 the other party:
a. is in material party commits a breach of any of its obligations under the Agreement or an Order provisions of this Agreement, and, in :
(a) the case of a breach which is capable of remedy, remedy and the other party fails to remedy such the breach within thirty (30) 30 days of notice receipt of a written notice;
(b) the breachbreach is not capable of remedy; or
b. voluntarily files (c) the breach is a petition under bankruptcy material breach;
10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or insolvency law; has when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a receiver resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver appointed receiver, administrator or similar officer over it the whole or part of any of its assets; passes or
10.2.3 the continued performance thereof is prevented by reason of a resolution for windingForce Majeure Event as defined (and in accordance with sub-upclause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2.
10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term:
10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6;
10.3.2 the Client commits a court breach of competent jurisdiction makes an order to that effectthis Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or or
10.3.3 The Client is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form a Change of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of terminationControl Event; and (iii) neither party shall have any further right or obligation with respect to the other except as / or
10.3.4 Specific provisions set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement relevant Service Specifications apply.
Appears in 8 contracts
Sources: General Terms and Conditions, General Terms and Conditions, General Terms and Conditions
Term and Termination. 9.1 Each Order for Services shall take effect on 13.1 In relation to the Order date and remain in effect until any agreed end date provision of Products, unless otherwise specified in writing, this Agreement shall come into effect upon the Order or Commencement Date, and, subject to other terms of this Agreement, shall continue in force until Activ cease providing the Products and all Services under such Order outstanding Charges owing to Activ by the Customer have been provided, unless terminated sooner paid in full or the termination of this Agreement in accordance with these Termsits provisions, whichever is sooner.
9.2 Unless 13.2 In relation to the provision of Services, unless otherwise stated specified in writing, this Agreement shall come into effect upon the Commencement Date, and, continue for an Order, each Order initial period of 12 calendar months and thereafter automatically renew for Services may be successive 12 calendar month periods unless and until terminated for convenience by in accordance with the terms and conditions of this Agreement or either Party by providing thirty (30) days’ prior party provides not less than 3 calendar months written notice to the other Partyparty such notice to expire no earlier than the next anniversary of the Commencement Date.
9.3 13.3 Without prejudice to any limiting its other rights or remedies to which We or You may be entitledremedies, either each party may terminate an Order or this Agreement without liability with immediate effect by giving written notice to the other at any time with immediate effect upon written notice if party if:
13.3.1 the other party:
a. is in party commits a material breach of any of its obligations under the this Agreement or an Order and, in the case of a and (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) 30 days after receipt of notice in writing to do so;
13.3.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the breach; orInsolvency ▇▇▇ ▇▇▇▇ or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency ▇▇▇ ▇▇▇▇ or (being a partnership) has any partner to whom any of the foregoing apply;
b. voluntarily files 13.3.3 the other party commences negotiations with all or any class of its creditors with a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or view to rescheduling any of its assets; passes debts, or makes a resolution proposal for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary compromise or arrangement with its creditors; ceases creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or threaten to cease to carry on business; more other companies or the solvent reconstruction of that other party;
13.3.4 a petition is subject to any analogous event filed, a notice is given, a resolution is passed, or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 order is made, for or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance winding up of the Services; other party (iibeing a company) You shall promptly pay Us other than for all Services provided the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
13.3.5 the other party (being an individual) is the subject of a bankruptcy petition or order;
13.3.6 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 assets and Fees and expenses due up such attachment or process is not discharged within 14 days;
13.3.7 an application is made to courts, or an order is made, for the date appointment of termination; and an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (iiibeing a company);
13.3.8 the holder of a qualifying charge over the assets of the other party (being a company) neither has become entitled to appoint or has appointed an administrative receiver;
13.3.9 a person becomes entitled to appoint a receiver over the assets of the other party shall have or a receiver is appointed over the assets of the other party;
13.3.10 any further right event occurs, or obligation proceeding is taken, with respect to the other except as set out party in this Section and in such Sections any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 13.3.1 to Clause 13.3.8 (inclusive);
13.3.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
13.3.12 the other party's financial position deteriorates to such an extent that in Activ's opinion the Customer's capability to adequately fulfil its obligations under this Agreement which has been placed in jeopardy; or
13.3.13 the other party (being an individual) dies or, by their nature would continue beyond reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
13.4 Without limiting its other rights or remedies, Activ may:
13.4.1 terminate this Agreement with immediate effect by giving written notice to the terminationCustomer if the Customer fails to pay any amount due under this Agreement on the due date for payment; or
13.4.2 suspend the supply of Services or all further deliveries of Products under this Agreement or any other Agreement between the Customer and Activ if the Customer fails to pay any amount due under this Agreement on the due date for payment, cancellation or expiration the Customer becomes subject to any of the Agreement events listed in Clause 13.3.1 to Clause 13.3.12, or Activ reasonably believes that the Customer is about to become subject to any of them.
Appears in 6 contracts
Sources: Standard Terms & Conditions of Business, Standard Terms & Conditions of Business, Standard Terms & Conditions of Business
Term and Termination. 9.1 Each 11.1 Unless otherwise agreed in a Sales Order for Services Form and subject always to either party’s entitlement to terminate pursuant to this clause 11: (a) the Agreement shall take effect commence on the Order date Effective Date and remain in effect until any agreed end date specified in shall continue for the Order or until all Services under such Order have been providedInitial Subscription Term; and (b) after the Initial Subscription Term, the Agreement shall automatically renew for successive periods of 12 months (each a “Renewal Period”) unless terminated sooner in accordance with these Terms.
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior party gives written notice to the other Partyto terminate the Agreement not less than 60 days before the end of the Initial Subscription Term or any Renewal Period (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 together with any subsequent Renewal Periods shall constitute the “Subscription Term”.
9.3 11.2 Without prejudice to any other rights or remedies which the parties may have, Qubit may terminate the Agreement without liability to the Customer immediately on giving 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 14 days after being notified in writing to make such payment.
11.3 Without prejudice to any other rights or remedies which We or You the parties may be entitledhave, either party may terminate an Order or this the Agreement without liability to the other at any time with immediate effect upon immediately on giving written notice if to the other partyif:
a. (a) (i) the other party is in material breach of any of its obligations under the Agreement where the breach is incapable of remedy; or an Order and, (ii) the other party is in material breach of the case of a Agreement where the breach which is capable of remedy, remedy and fails to remedy such that breach within thirty fourteen (3014) days of after receiving written notice of the such breach; or
b. voluntarily files a petition under bankruptcy (b) the other party enters into an arrangement or insolvency law; has a receiver composition with or for the benefit of its creditors, goes into administration, receivership or administrative receiver appointed over it receivership, is declared bankrupt or any of its assets; passes a resolution for winding-up) insolvent or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; is dissolved or otherwise ceases or threaten to cease to carry on business; or is subject to or
(c) any analogous event or proceeding happens to the other party in any applicable jurisdictionjurisdiction in which it is incorporated or resident or in which it carries on business or has assets.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 11.4 On termination of an Order or this the Agreement for any reason: :
(ia) all licences granted by Qubit under the Agreement shall immediately terminate;
(b) each party shall immediately (and the Customer shall procure that any applicable Customer Affiliate and Third Party User shall) return or destroy as directed by the other party and make no further use of any equipment, property, Confidential Information, the Services (including the Script) and other items (and all copies of them) belonging to the other all papers, materials, Confidential Information and other properties party; and
(c) the accrued rights of the other held by it parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving or coming into effect after termination, shall not be affected or prejudiced.
11.5 For the avoidance of doubt, if the Customer has entered into more than one Agreement with Qubit, termination of one Agreement shall not, unless the parties otherwise mutually agree in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to writing, terminate the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Agreements.
Appears in 5 contracts
Sources: Sales Contracts, Sales Contracts, Master Services Agreement
Term and Termination. 9.1 Each Order for 12.1 This Master Services Agreement shall take effect commence on the Effective Date and shall continue until the expiration of the Subscription Term of all Subscriptions (or until all Services have been provided, if later) unless otherwise terminated as provided in this section 12.
12.2 Each Subscription purchased under an Order date and remain in effect until any agreed end date Form shall commence on the Date specified in the Order or until all Services under such Form and shall continue for the Initial Subscription Term set out in the Order have been providedForm. Thereafter, unless terminated sooner stated otherwise in accordance with these Terms.the applicable Order Form, the Subscription shall
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party.
9.3 12.3 Without prejudice to any other rights or remedies to which We or You the Parties may be entitled, either party Party may terminate this Master Services Agreement or an Order or this Agreement Form without liability to the other at any time with immediate effect upon written notice if the other partyParty:
a. 12.3.1 is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of following notice of the breach; or
b. voluntarily files 12.3.2 files, or has filed against it, a petition under of bankruptcy or insolvency lawinsolvency, and the petition is not vacated within sixty (60) days being filed; has or shall have a receiver or administrative receiver appointed over it or any of its assets; passes or shall pass a resolution for winding-up) up or a court dissolution of competent jurisdiction makes the business affairs of an order to that effectentity; becomes or if the other Party shall become subject to an administration order; enters order or shall enter into any voluntary arrangement with its creditors; ceases creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In 12.4 On termination or expiration of this Master Services Agreement or an applicable Order Form for any reason:
12.4.1 Client’s rights of use granted under this Master Services Agreement (or under the event We terminate an applicable Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation Form in the form case of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an individual Order or this Agreement for any reason: Form only) shall
(i) each party immediately terminate and Client shall immediately return to cease the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance use of the Services; ;
12.4.2 Client shall (iii) You shall in the case of termination of this Master Services Agreement, promptly pay Us for all Services provided and Fees and expenses due up or to become due through the effective date of termination; and (iiiii) neither party in the case of termination of an individual Order Form where the Agreement and remaining valid Subscriptions will continue in full force and effect, promptly pay all Fees due or to become due under such terminated Order Form; and
12.4.3 the Parties shall have any further right or obligation comply with respect to the other except as obligations set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement section 13.4.
Appears in 5 contracts
Sources: Software as a Service Subscription and Master Services Agreement, Software as a Service Subscription Master Services Agreement, Software as a Service Subscription Master Services Agreement
Term and Termination. 9.1 Each Order for Services shall take effect 6.1 Your Subscription commences on the Order date and remain in effect until any agreed end effective date specified in the Order or until all Services under such Order have been providedOrder, unless terminated sooner but in no event later than the Delivery Date of the Celonis Software (in accordance with these Terms.
9.2 Unless Section 3.2). Your Subscription continues for the Initial Subscription Term and unless otherwise stated in an the Order, the Initial Subscription Term of each Order is thirty-six (36) months. Thereafter, it automatically renews for Services may be terminated for convenience by either Party by providing thirty successive periods of 12 months (30each a “Renewal Term”) unless a party gives 30 days’ prior written notice to the other Partyparty of its intention not to renew the Subscription. Unless otherwise agreed in Your Order, Your Subscription may only be terminated in accordance with this Section 6.1 and Section 6.2 below.
9.3 6.2 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
a. 6.2.1 is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or
b. 6.2.2 voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-winding- up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten threatens to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 6.3 On termination of an Order or this Agreement Your Subscription for any reason: :
6.3.1 Your right of use granted under the Agreement shall immediately terminate; and
6.3.2 You shall make no further use of any Celonis Software, Documentation and copies thereof and, at Your choice, either (i) each party shall immediately return delete them from all Your equipment and storage media and certify to the other all papers, materials, Confidential Information and other properties of the other held by it Us in connection with the performance of the Serviceswriting that you have done so; or (ii) return them to Us. Where required by applicable law, You shall promptly pay Us for all Services provided and Fees and expenses due up are permitted to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections keep a copy of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement required items for Your archiving purposes.
Appears in 5 contracts
Sources: Software Subscription Agreement, Software Subscription Agreement, Software Subscription Agreement
Term and Termination. 9.1 Each Order for Services shall take effect 6.1 Your Subscription commences on the Order date and remain Date, but in effect until any agreed end date specified in no event later than the Order or until all Services under such Order have been provided, unless terminated sooner Delivery Date of the Software (in accordance with these Terms.
9.2 Unless Section 3.2). Your Subscription continues for the Initial Subscription Term and unless otherwise stated in an the Order, the Initial Subscription Term of each Order is thirty-six (36) months. Thereafter, it automatically renews for Services may be terminated for convenience by either Party by providing thirty successive periods of 12 months (30each a “Renewal Term”) unless a party gives 30 days’ prior written notice to the other Partyparty of its intention not to renew the Subscription. Unless otherwise agreed in Your Order, Your Subscription may only be terminated in accordance with this Section and Section 6.2 below.
9.3 6.2 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
a. 6.2.1 is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or
b. 6.2.2 voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) up or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten threatens to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 6.2.3 On termination of an Order or this Agreement Your Subscription for any reason: reason your rights of you use are immediately terminated and You shall make no further use of any Software, Documentation and copies thereof and, at Your choice, either (i) each party shall immediately return delete them from all Your equipment and storage media and certify to the other all papers, materials, Confidential Information and other properties of the other held by it Us in connection with the performance of the Serviceswriting that you have done so; or (ii) return them to Us. Where required by applicable law, You shall promptly pay Us for all Services provided and Fees and expenses due up are permitted to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections keep a copy of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement required items for Your archiving purposes.
Appears in 4 contracts
Sources: Software Subscription Agreement, Software Subscription Agreement, Software Subscription Agreement
Term and Termination. 9.1 Each 8.1 The term of an Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services Form under such Order have been provided, unless terminated sooner in accordance with these Terms.
9.2 Unless otherwise stated in an Order, each Order for which Services may be used by Customer shall commence on the applicable Order Form Effective Date (unless otherwise specified in such Order Form) and shall continue for the period of time as set forth on such Order Form (“Services Term”), unless earlier terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Partyas provided herein.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either 8.2 Either party may terminate an the Agreement and/or any Order or this Agreement without liability to Form; (a) If the other at party materially breaches any time with immediate effect upon written notice if the other party:
a. is in material breach term or condition of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, and fails to remedy cure such breach within thirty (30) days after receiving written notice thereof; or (b) If the other party becomes insolvent or makes any assignment for the benefit of notice creditors or similar transfer evidencing insolvency, or suffers or permits the commencement of the breach; or
b. voluntarily files a any form of insolvency or receivership proceeding, or has any petition under bankruptcy law filed against it, which petition is not dismissed within sixty (60) days of such filing, or insolvency law; has a trustee, administrator or receiver appointed for its business or assets or any part thereof, Notwithstanding the foregoing, Google may terminate the Agreement if Customer breaches Section 1.3.3 (Prohibited Actions), Section 2.1 (Google Rights). Section 2.3 (License Grants; Brand Features) or Section 7 (Confidentiality) and falls to cure such breach within seven (7) days after receiving written notice thereof (or upon an earlier date, If Google has a good faith belief that such a breach will cause Google to suffer immediate and ***** Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. irreparable harm, and on that basis initiates a proceeding to obtain injunctive or other equitable relief to prevent such immediate and irreparable harm, provided that Google has previously notified Customer of the breach and the harm to be avoided, in which case the date that Google files such request for relief shall be the effective date of such termination). In addition, upon five day written notice (or such shorter period as required to avoid any violation of applicable law, judicial or administrative receiver appointed over order or regulation), either party may terminate this Agreement if either party reasonably determines that applicable laws make it or any of its assets; passes impossible to continue performing under an Order Form (provided that, in such event, if a resolution for winding-up) or a court of competent jurisdiction makes an order party could legally continue to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding perform under other Order Forms, at the other party’s option, those Order Forms shall remain in any applicable jurisdictionforce).
9.4 In 8.3 Upon the event We terminate an Order pursuant to Section 9.3 expiration or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this the Agreement for any reason: (i) all license rights granted herein shall terminate; (ii) each party shall immediately within thirty (30) business days pay to the other all amounts due or that have otherwise accrued as of the date of such expiration or termination; (iii) each party shall return to the other party, or destroy and certify the destruction of, all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of terminationparty; and (iiiiv) neither each party shall have any further right or obligation with respect to will promptly stop using the other except party’s Brand Features, including the Adwords Program Link and the Attribution Graphic, in each case as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation applicable.
8.4 The termination or expiration of an individual Order Form shall not have the Agreement effect of terminating any other individual Order Form or this GSA unless expressly agreed to by the parties in writing. If an Order Form (but not this GSA) terminates or if the Services Term set forth in an Order Form expires, all of Customer’s rights to use the applicable Services, and all other rights and licenses granted by Google to Customer as set forth in such Order Form, if any, shall cease immediately. Termination of all Order Forms hereunder shall result in the termination of this GSA.
Appears in 4 contracts
Sources: Google Services Agreement, Google Services Agreement (Shopping Com LTD), Google Services Agreement (Shopping Com LTD)
Term and Termination. 9.1 Each Order for Services shall take effect 13.1. This agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Order date Effective Date and remain shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of one day (each a Renewal Period), unless:
13.1.1. after at least fourteen (14) calendar days have passed since the Effective Date, either party notifies the other party of termination, in effect until writing, at least 24 hours before the end of the Initial Subscription Term or any agreed end date specified Renewal Period, in which case this agreement shall terminate upon the Order expiry of the applicable Initial Subscription Term or until all Services under such Order have been provided, unless Renewal Period; or
13.1.2. otherwise terminated sooner in accordance with these Termsthe provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
9.2 Unless otherwise stated in an Order13.2. Without affecting any other right or remedy available to it, each Order for Services either party may be terminated for convenience terminate this agreement with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.party if:
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to 13.2.1. the other at any time with immediate effect upon written notice if the other party:
a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, party fails to remedy such breach within pay any amount due under this agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment;
13.2.2. the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
13.2.3. the other party 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;
13.2.4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
13.2.5. the other party commences negotiations with all or any class of its 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;
13.2.6. 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;
13.2.7. 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 breachother party;
13.2.8. 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;
13.2.9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
13.2.10. 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 the other party's assets and such attachment or process is not discharged within fourteen (14) days;
13.2.11. 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 any of the events mentioned in clause 13.2.4 to clause 13.2.10 (inclusive);
13.2.12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
b. voluntarily files 13.2.13. there is a petition Change of Control of the other party.
13.3. On termination of this agreement for any reason:
13.3.1. all licences granted under bankruptcy this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Service Definition Document;
13.3.2. each party shall return and make no further use of any equipment, property, Service Definition Document and other items (and all copies of them) belonging to the other party;
13.3.3. the Supplier may destroy or insolvency law; has a receiver or administrative receiver appointed over it or otherwise dispose of any of the Customer Data in its assets; passes possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a resolution written request for windingthe delivery to the Customer of the then most recent back-up) up of the Customer Data. The Supplier shall use reasonable 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 charges outstanding at and resulting from termination (whether or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as not due at the date of termination You have not yet called off termination). The Customer shall pay all Servicesreasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
9.5 Termination of 13.3.4. any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order rights, remedies, obligations or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties liabilities of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due parties that have accrued up to the date of termination; and (iii) neither party shall have , including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in this Section and in such Sections breach of the Agreement agreement which by their nature would continue beyond existed at or before the termination, cancellation date of termination shall not be affected or expiration of the Agreement prejudiced.
Appears in 4 contracts
Sources: Secure Platform as a Service Agreement, Software as a Service Agreement, Testing Service Agreement
Term and Termination. 9.1 Each Order for Services 14.1 The Agreement shall take effect on the Order date continue (and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner subject to earlier termination in accordance with these Termsthe Agreement) until expiry as set out at the front of this Agreement.
9.2 Unless otherwise stated in an Order14.2 Either Party may, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party.
9.3 Without without prejudice to any its other rights or remedies to which We or You may be entitledremedies, either party may terminate an Order or this the Agreement with immediate effect without incurring any liability to the other Party by giving notice in writing to the other Party at any time with immediate effect upon written notice time:
(a) if the other party:
a. is in Party commits a material breach of any of its obligations under the Agreement or an Order and, in the case of a and (if such breach which is capable of remedy, ) fails to remedy such the breach within thirty (30) 14 days of notice of after receiving the breachnon-defaulting Party's request in writing to do so; or
b. voluntarily files a petition under bankruptcy (b) if the other Party suffers any event or proceeding in respect of its insolvency law; has a receiver or administrative receiver appointed over it any similar state of affairs.
14.3 The Company may, without prejudice to its other rights or remedies, terminate the Agreement with immediate effect without any incurring any liability to the Supplier by giving notice in writing to the Supplier at any time:
(a) if the Supplier or any of its assetsofficers, employees or agents commits any act of bribery described in the Bribery Act 2010 or other Applicable Laws; passes a resolution for winding-upor
(b) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into commits any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionmoney laundering offences.
9.4 In 14.4 Following termination of the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience Agreement:
(a) the Company’s sole liability in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in respect of the form of allotments/contingents) Supplies shall be non-refundable to pay to the Supplier a fair and We shall be under no obligation reasonable Fee for all Supplies provided to refund to You any such prepaid Service Fees even where as at the satisfaction of the Company before the date of termination You have not yet called off termination, provided that the Supplier submits a valid invoice for such Fees within 60 days after such date; and
(b) the Supplier shall deliver up to the Company, or otherwise dispose of at the Company’s direction, all ServicesConfidential Information of the Company in the possession or under the control of the Supplier, any Connected Person, or its or their Personnel.
9.5 14.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party whatever reason shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up not affect either Party’s rights or remedies that have accrued prior to the date of termination; and (iii) neither party shall have any further right .
14.6 On the expiry or obligation with respect to the other except as set out in this Section and in such Sections termination of the Agreement which by their nature would continue beyond for any reason whatsoever:
(a) subject to Clause 14.4, the termination, cancellation or expiration relationship of the Agreement Parties shall cease save as (and to the extent) provide for in this Clause 14.6; and
(b) the provisions of Clauses 6 (Quality of Supplies and Approvals), 8 (Remedies of the Company), 9 (Intellectual Property) 10 (Liability), 11 (Indemnity), 13 (Data Protection), 16 (Taxation), 17 (Confidentiality), 22 (Notices) and 24 (Governing Law and Jurisdiction) and any provision which expressly or by implication is intended to come into or remain in force on or after termination will continue in force and effect.
Appears in 4 contracts
Sources: Supply of Goods & Services Agreement, Supply of Goods & Services, Supply of Goods & Services Agreement
Term and Termination. 9.1 10.1 Each Order for Services shall take effect on the Order date Date and remain in effect until any agreed end date specified in the Order or until delivery of all Services under such contemplated by the Order have been providedare completed, unless terminated sooner in accordance with these Terms.
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party.
9.3 10.2 Without prejudice to any other rights or remedies to which We or You may be entitled, either party You or We may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
a. 10.2.1 is in material breach of any of its obligations under these Terms or the Agreement or an applicable Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of following notice of the breach; or
b. 10.2.2 voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) winding- up or a court of competent jurisdiction makes an order to that effect; or if the other party becomes subject to an administration order; order or enters into any voluntary arrangement with its creditors; creditors or ceases or threaten threatens to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 10.3 Unless otherwise stated in an Order, each Order may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party.
10.4 In the event We terminate an Order pursuant to Section 9.3 10.2 or You terminate an Order for convenience in accordance with Section 9.2 10.3 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-non- refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off utilized all prepaid Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On 10.5 Upon expiry or termination of an Order or this Agreement for any reason: (i) the Order
10.5.1 each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) ;
10.5.2 You shall promptly pay Us for all Services provided and Fees and expenses due up to the the date of termination; and (iii) and
10.5.3 neither party shall have any further right or obligation with respect to the other except as set out in this Section 10 and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Agreement.
Appears in 4 contracts
Sources: Professional Services, Professional Services, Professional Services
Term and Termination. 9.1 Each Order 10.1 This Agreement shall commence on the Commencement Date and shall, subject to the remainder of this clause 10, continue in force for Services shall the Term set out in the Front Sheet, or until terminated either party serving on the other no less than ninety (90) days' prior written notice, such termination to take effect on the Order date and remain in effect until any agreed end date specified in expiry of such notice period.
10.2 Where the Order or until all Services under such Order have been providedApproved Activity Provider serves notice of termination to ASL, unless terminated sooner in accordance with these Terms10.1 ,notice must be written and served by the DofE Licence Holder, or person(s) of equivalent status within the Approved Activity Provider where the DofE Licence Holder is unavailable.
9.2 Unless otherwise stated in an Order, each Order for Services may 10.3 Each party shall be terminated for convenience entitled to terminate this Agreement by either Party by providing thirty (30) days’ prior written notice to forthwith if:
(a) the other Party.enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof; or
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to (b) the other at any time with immediate effect upon written notice if ceases or threatens to cease to carry on its business or is otherwise unable to meet its debts as they fall due; or
(c) the other party:
a. is in party commits a material or persistent breach of any of its obligations under the Agreement or an Order andthis Agreement, and (in the case of a breach which is capable of remedy, fails to remedy ) such breach is not remedied within thirty (30) days of notice of the breach; orsame.
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it 10.4 ASL shall be entitled to terminate this Agreement by written notice forthwith if there shall be any change in Control of the Approved Activity Provider or any holding company of its assets; passes a resolution for winding-upthe Approved Activity Provider, where "Control" means the ability to direct and/or control the affairs, and/or secure the conduct of the affairs, of the Approved Activity Provider or any holding company (as the case may be) whether by virtue of contract, ownership of shares or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionotherwise.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form 10.5 The termination of allotments/contingents) this Agreement, however arising, shall be nonwithout prejudice to:
(a) the rights and obligations of either party accrued prior to termination; and
(b) the operation of provisions hereof which expressly or impliedly have effect after termination including those relating to Confidentiality (14.3).
10.6 The Approved Activity Provider shall co-refundable operate fully with ASL or the Licensed Organisation before, during and We shall be under no obligation after termination of this Agreement to refund facilitate so far as reasonably possible the continued provision of the Services, either by the Charity or through an alternative activity provider selected by ASL, the Charity or the Licensed Organisation. Without prejudice to You any such prepaid Service Fees even where as this obligation, the Approved Activity Provider shall, in addition, if requested by ASL or the Charity, continue to provide the Services to Participants who are at the date of termination You have receiving the Training and/or such further post-termination period as ASL, the Charity or the Licensed Organisation may request (such period not yet called off to exceed six (6) months) on the terms of this Agreement, including the terms of payment relating to the Activity Fee, the Participant Fee and the Licence Fee.
10.7 Subject to the requirements of clause 5.3.4, all Servicesmaterials bearing the Trade Marks or containing a reference to the name of ASL, the Charity or the DofE Programmes must be either delivered up to ASL and/or the Charity or destroyed (at the election of ASL and/or the Charity in its sole discretion), including in the case of electronic copies permanently deleted, either (i) in situations where this Agreement is terminated in accordance with clause 10.1, within the ninety (90) day notice period for termination referred to therein or (ii) in situations where this Agreement is cancelled or terminated pursuant to clause 10.4, immediately upon termination. After termination of this Agreement in no event shall the Approved Activity Provider make or claim an association, commercial or non-commercial, to the DofE Programmes, ASL or the Charity, including (without limitation) creating an association through misleading statements or conduct.
9.5 Termination 10.8 On the termination of any Order this Agreement the Approved Activity Provider shall have no effect on any other Order return to ASL or the Charity all data provided to it by ASL or the Charity and all records kept by the Approved Activity Provider as part of its performance of the Services under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .
Appears in 4 contracts
Sources: Approved Activity Provider Licence, Approved Activity Provider Licence, Approved Activity Provider Licence
Term and Termination. 9.1 Each Order for Services shall take effect a) If a Minimum Term applies to a Service, the Minimum Term will be specified on the Order date and remain in effect relevant Order. On the expiry of any Minimum Term, or if no Minimum Term is specified, the Service will continue until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner by either party in accordance with these Termsthis Agreement.
9.2 Unless otherwise stated in an Orderb) If no Minimum Term applies to a Service, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to or the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitledMinimum Term has expired, either party Customer may terminate an Order or this Agreement without liability to the other that Service at any time with immediate effect upon on 30 days’ notice, but must pay charges for the full Charging Period in which termination occurs (if applicable). VXCs are usage based and therefore no Minimum Term applies to VXCs.
c) Either party may terminate:
1. a Service by written notice if the other party:
a. is in party has breached a material breach term of any of its obligations under the this Agreement or an Order and, in the case of a breach which is capable of remedy, fails as it relates to that Service and has failed to remedy such the breach within thirty (30) days of receipt of notice of from the breachnon-defaulting party requiring the breach to be remedied; or
b. voluntarily files 2. all Services immediately by notice in writing if the other party suffers an Insolvency Event.
d) Megaport may terminate a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over Service on notice to Customer:
1. if Megaport reasonably determines that Customer poses an unacceptable credit risk;
2. if Megaport reasonably believes it needs to do so to comply with any law or any order or request of any government or regulatory body;
3. if Megaport is unable to continue to supply a Service to Customer for any reason (including due to technical reasons or the termination of any agreement with its assetssuppliers); passes or
4. for any reason, by providing Customer with thirty (30) days’ prior notice, if no Minimum Term applies to the Service or the Minimum Term has expired.
e) If before the end of the Minimum Term and subject to clause 14f), Customer terminates a resolution for winding-upService other than under Clause 14c) or Megaport terminates a court Service under Clauses 14c) or 14d), Customer must pay Megaport an Early Termination Fee (ETF), calculated as an amount equal to fifty percent (50%) of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases Customer’s average monthly spend or threaten to cease to carry monthly recurring charge (whichever is greater) on business; the terminated Service, multiplied by the number of months (or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingentspart thereof) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at between the date of termination You have not yet called off all Services
9.5 Termination and the end of any Order shall have no effect on any other Order under this Agreementthe Minimum Term.
9.6 On f) If before the end of the Minimum Term, Customer terminates a Service other than under Clause 14c) but replaces it with another Service of equal or greater monthly recurring charge and term, there will be no ETF applied. Customer will have 120 days to replace the outgoing Service with the new Service, however, Customer must notify Megaport in writing of their intention to “port” the Service within 30 days of termination to be eligible for the ETF waiver. If Customer does not notify Megaport within 30 days of an Order termination or this Agreement the Service is not replaced within 120 days of termination the ETF will be charged. Customer must notify Megaport of the incoming Service that will be used for any reason: (i) each party shall immediately return replacement as it relates to the other all papers, materials, Confidential Information and other properties terminated service to be eligible for the ETF waiver.
g) Customer agrees that the Early Termination Fee is a reasonable estimate of Megaport’s likely financial loss if any Service is terminated prior to the end of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Minimum Term.
Appears in 4 contracts
Sources: Global Services Agreement, Global Services Agreement, Global Services Agreement
Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms.
9.2 Unless otherwise stated in an Order, each Order for Services 7.1 This Agreement may be terminated for convenience at any time by 60 days notice from either Party party to this Agreement, except that the terms of this Agreement shall remain in full force and effect whilst any Deposits remain outstanding.
7.2 The Agent may at any time by providing thirty (30) days’ prior written notice to the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitledThird Party Deposit Provider, either party may immediately terminate an Order or this Agreement without liability if any of the following events shall occur:
(a) the Third Party Deposit Provider is in breach of any of the representations and warranties set out in Clause 8; or
(b) any event occurs which will or would, in the reasonable opinion of the Agent, cause the Third Party Deposit Provider to be required to withhold or deduct at source for or on account of taxation in respect of interest payable under this Agreement; or
(c) the Third Party Deposit Provider ceases or threatens to cease to carry on business or is unable to pay its debts when due; or
(d) an order is made or an effective resolution is passed (otherwise than for the purposes of or pursuant to a reconstruction or amalgamation) for the winding up of the Third Party Deposit Provider or an order is made for the appointment of an administrator or receiver to the other at Third Party Deposit Provider or any time with immediate effect upon written notice if analogous event occurs or any analogous action is taken under any law by which the other party:Third Party Deposit Provider or any of its assets is bound or affected; or
a. is in material breach of (e) the Third Party Deposit Provider fails to perform any of its obligations under this Agreement and such failure remains unremedied at the Agreement or an Order and, expiry of the third Business Day specified in the case of a breach which is capable of remedynotice served pursuant to this Clause 7.2, fails provided that the notice shall have specified the failure in question and the action required to remedy it. For the avoidance of doubt, the termination of this Agreement pursuant to this Clause 7.2 shall not terminate any outstanding Deposit and the terms of this Agreement shall remain in full force and effect in respect of each such breach within thirty (30) days Deposit until the maturity date of notice each such Deposit.
7.3 Any termination of this Agreement shall be without prejudice to the accrued rights of each of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or parties hereto in respect of any antecedent breach by any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination other parties hereto of any Order shall have no effect on any other Order under of the provisions of this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .
Appears in 4 contracts
Sources: Cash Management Agreement, Cash Management Agreement, Cash Management Agreement
Term and Termination. 9.1 Each Order for Services 3.1 This Agreement shall take effect enter in to force on the Order date Commencement Date and remain in effect shall continue for a period of 24 months (“Term”). After the Term, this Agreement shall continue on a rolling monthly basis until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms.
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party giving not less than (3) three months written notice, such notice not to issue before the expiry of the Term or initial period of any Supplemental Agreement that is governed by providing thirty (30) days’ prior the terms of this Agreement. For the avoidance of doubt, termination of this Agreement for any reason shall not result in termination of any Supplemental Agreement governed by the terms of this Agreement.
3.2 Either Party may, upon written notice to the other Party.other, terminate the Agreement in the following circumstances:
9.3 Without prejudice to any other rights or remedies to which We or You may be entitleda) forthwith upon notice in writing, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
a. is in material breach Party shall be unable to pay its debts within the meaning of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice section 570 of the breach; or
b. voluntarily files a petition under bankruptcy Companies Act, 2014 or insolvency law; has a receiver have an examiner or administrative receiver appointed over it the whole or any part of its assets; passes a resolution assets or go into liquidation (whether compulsory or voluntary) otherwise than for winding-up) the purposes of amalgamation or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into reconstruction or shall make any voluntary arrangement agreement with its creditors; ceases creditors or threaten to have any form of execution or distress levied upon its assets or cease to carry on business; ;
b) the expiry of 30 days from the date of service of written notice from one Party specifying a breach by the other Party of a material obligation and requiring that the breach is remedied (if capable of remedy), provided that the breach is not remedied during such period;
c) the expiry of either Party’s Licence to run its Network, or is subject to any analogous event or proceeding where a renewal of such Licence has not been granted in any applicable jurisdictiona timely manner.
9.4 In 3.3 If either Party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either Party waives a breach of this Agreement that waiver is limited to that particular breach only.
3.4 Notwithstanding any other provision of the event We terminate an Order pursuant Agreement, if a Party fails to Section 9.3 or You terminate an Order for convenience pay a net balance due in accordance with Section 9.2 any prepaid the terms of the Agreement, the invoicing Party reserves the right forthwith upon notice in writing (such notice to be no less than fourteen days advance notice) to:
a) restrict or suspend the Service Fees (in whatever form including without limitation in and the form of allotments/contingents) non-breaching Party shall be released from its obligation under this Agreement until any balance due is paid without affecting the non-refundable breaching Party’s right to continue to send traffic to the defaulting Party; and/or
b) handle only calls that are billed to its own Customers, retain all revenue, and We continue such practice until payment of any outstanding balance due has been paid; and/or
c) terminate this Agreement without liability or right to compensation for the defaulting Party.
3.5 Upon the termination of this Agreement each Party shall be under no obligation to refund to You any such prepaid Service Fees even where as at the other a fair and equitable proportion of those sums paid to the other Party under this Agreement which are periodic in nature and have been paid for a period extending beyond the date of termination You have not yet called off all Services
9.5 Termination of in order to balance any Order shall have no effect on any other Order under this Agreementover-payment.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .
Appears in 4 contracts
Sources: Interconnect Agreement, Reference Interconnect Offer, Interconnect Agreement
Term and Termination. 9.1 Each Order for Services 7.1 This Agreement shall take effect become effective as of the Effective Date, set forth on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these TermsSchedule 1 hereof.
9.2 Unless otherwise stated in an Order, each Order 7.2 The Parties agree that TG shall be entitled to terminate this Agreement at any time during the subsistence of this Agreement for Services may be terminated for convenience any reasons whatsoever by either Party by providing thirty serving a one (301) days’ month’s prior written notice to the other PartyCustomer. The parties agrees that Customer shall serve a three (3) month’s prior notice to TG.
9.3 Without prejudice to 7.3 This Agreement shall automatically terminate on the happening of any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to of the other at any time with immediate effect upon written notice if the other partyfollowing events:
a. is in material (a) a party hereto failure to comply or commits a breach of any of its undertakings, warranties, duties, or obligations under this Agreement;
(b) proceedings are commenced, or a resolution is passed for the Agreement winding up or an Order and, in the case dissolution of a breach which is capable party hereto or proceedings are commenced for the judicial management of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or
b. voluntarily files a petition under bankruptcy party hereto or insolvency law; has a receiver or administrative receiver and manager is appointed over it a party hereto or any of its assets; passes ;
(c) engages in illegal or fraudulent activity or an activity that could materially harm the terminating party’s business;
(d) a resolution for winding-up) party hereto stops or a court of competent jurisdiction makes an order suspends payments to that effect; becomes subject its creditors generally or is unable or admits its inability to an administration order; enters pay its debts as they fall due or seeks to enter into any voluntary composition or other arrangement with its creditorscreditors or is declared or becomes insolvent; or if a creditor takes possession of all or any part of the business or assets of such party; or any execution or other legal process is enforced against the business or any substantial assets of such party;
(e) a party hereto is placed in liquidation (whether compulsory or voluntary, otherwise and for the purpose of reconstructions or amalgamation);
(f) a party hereto ceases or threaten threatens to cease to carry on businessits business or any substantial part thereof or if such party disposes of or threatens to dispose of or any governmental or other authority expropriates or threatens to expropriate all or any substantial part of its business or assets;
(g) if any of the representations and warranties as set out herein proves to be incorrect or misleading;
(h) any indebtedness of any party herein and/or any of the shareholders and/or directors and/or management and/or associate and/or related concern of the party becomes due or capable of being declared due before its stated maturity; any guarantee or similar obligation of any party and/or any of its shareholders and/or directors and/or management and/or associate and/or related concern is subject not discharged at maturity or when called or goes into default under, or commits a breach of, any instrument or agreement relating to any analogous event such indebtedness, guarantee or proceeding in any applicable jurisdictionother obligation or when the security of such indebtedness becomes enforceable.
9.4 In 7.4 The termination of this Agreement shall not affect any accrued rights, obligations, and liabilities of either party, or affect the event We terminate an Order pursuant continuation in force of the provisions of this Agreement which are not expressed to Section 9.3 or You terminate an Order for convenience be contingent upon the continuation in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form force of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which 7.5 All provisions that by their nature would continue beyond the terminationare intended to survive termination of this Agreement will survive termination of this Agreement, cancellation including, without limitation, Clause 5 (Confidentiality), Clause 7 (Terms and Termination) and Clause 6 (Disclaimers of Warranties and Liabilities). All amounts owed by Customer to TG for services or expiration products provided prior to termination remain owed after termination of the this Agreement provided such termination is not attributable to TG’s default and negligence.
Appears in 3 contracts
Sources: Certification Agreement, Certification Agreement, Certification Agreement
Term and Termination. 9.1 Each Order 15.1 The right for Services shall take effect the Customer’s Authorised Users to access the Software granted by this agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Order date Go Live Sign Off Date and remain shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: either party notifies the other party, in effect until writing, at least 60 days before the end of the Initial Subscription Term or any agreed end date specified Renewal Period, that automatic renewal will not apply, in which case this agreement shall terminate upon the Order expiry of the applicable Initial Subscription Term or until all Services under such Order have been provided, unless Renewal Period; or otherwise terminated sooner in accordance with these Terms.the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party.
9.3 15.2 Without prejudice to any other rights or remedies to which We or You the parties may be entitled, either party may terminate an Order or this Agreement agreement with immediate effect without liability to the other at any time with immediate effect upon written notice if if: the other party:
a. is in party commits a material breach of any of its obligations under the Agreement or an Order and, in the case terms of this agreement and (if such a breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) 30 days of notice that party being notified in writing of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver an order is made or administrative receiver appointed over it or any of its assets; passes a resolution is passed for winding-up) the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction makes to make a winding-up order in relation to the other party; or an order is made for the appointment of an administrator to that effectmanage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); becomes subject or a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to an administration orderappoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; enters into or the other party makes any voluntary arrangement or composition with its creditors; ceases , or threaten makes an application to cease to carry on businessa court of competent jurisdiction for the protection of its creditors in any way; or is subject the other party ceases, or threatens to cease, to trade; or the other party takes or suffers any similar or analogous event or proceeding action in any applicable jurisdictionjurisdiction in consequence of debt.
9.4 In 15.3 Subject to clause 15.4, the event We Customer may at any time during the Implementation Period and prior to the Go Live Sign Off Date serve on iplicit a notice of not less than 10 working days to terminate an Order all its rights pursuant this agreement.
15.4 Upon serving a notice to terminate this agreement pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in clause 15.3 the form of allotments/contingents) Customer shall be non-refundable liable to pay to iplicit the Implementation Fees and We shall be pay the same within 10 days of iplicit’s invoice.
15.5 The Customer may terminate this agreement upon giving written notice to iplicit of not less than 3 months accompanied by payment of the outstanding Subscription Fees due for the remainder of the Subscription Term.
15.6 On termination of this agreement for any reason: all licences granted under this agreement shall immediately terminate; each party shall return and make no obligation further use of any equipment, property, Documentation and other items (and all copies of them) belonging to refund the other party; iplicit may destroy or otherwise dispose of any of the Customer Data in its possession unless iplicit receives, no later than 10 days after the termination of this agreement, a written request for the delivery to You any the Customer of the then most recent backup, or a single retained backup from a previous period as specified by the Customer, of the Customer Data. iplicit shall use reasonable commercial endeavours to deliver the backup to the Customer within 7 days of its receipt of such prepaid Service Fees even where as a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination You have not yet called off termination). The Customer shall pay all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papersreasonable fees and expenses, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and the Backup Policy, incurred by iplicit in such Sections returning or disposing of Customer Data; iplicit will delete all of the Agreement which by their nature would continue beyond Customer Data in its possession, no later than 14 days after receiving a written request from the Customer to do so. the accrued rights of the parties as at termination, cancellation or expiration the continuation after termination of the Agreement any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced; and all unpaid invoices from iplicit shall become immediately due and payable.
Appears in 3 contracts
Sources: Software Services Subscription Agreement, Software Services Subscription Agreement, Software Services Subscription Agreement
Term and Termination. 9.1 Each Order for Services shall take effect on The term of the Agreement commences as of the effective date set forth in the Order date Form and remain in effect until any agreed end date shall continue for an initial term of one year or such other term as specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms.
9.2 Form (“Initial Term”). Unless otherwise stated on the Order Form, the Agreement shall automatically renew for successive terms of one (1) year each (each, a “Renewal Term”) unless either party has notified the other in an Order, each Order for Services may be terminated for convenience by either Party by providing writing at least thirty (30) days’ days prior written notice to the other Party.
9.3 Without prejudice to any other rights expiration of the then-current Initial Term or remedies to which We or You may Renewal Term, as applicable, that the Agreement shall not be entitled, either renewed. Either party may terminate an Order or this the Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
a. is in : (a) breaches any material breach term or condition of any of its obligations under the Agreement or an Order and, except in the case of a breach of Section 13 or a material breach constituting a violation of the intellectual property rights of any Moody’s Party (for which is capable of remedyno cure period shall apply), fails to remedy such cure the breach within thirty (30) days after being given written notice thereof; (b) ceases to function as a going concern or to conduct operations in the normal course of notice of the breachbusiness; or
b. voluntarily files or (c) has a petition or similar action filed by or against it under any applicable bankruptcy or insolvency law; laws which petition or action has not been dismissed or set aside within sixty (60) days of filing. Moody’s may terminate the Agreement on written notice to Client in the event of any legal or regulatory change that, in Moody’s judgment, imposes new and additional cost or liability risk upon Moody’s and/or Moody’s Affiliates. In the case of a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) termination by Moody’s pursuant to the preceding sentence, or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to termination by Client for Moody’s uncured material breach under this Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) 9, Client shall be non-refundable and We shall be under no obligation entitled to a refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement fees prepaid to Moody’s for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential affected Information and other properties in respect of the other held by it in connection with period after termination. At the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation termination or expiration of the Agreement for any reason, and except for any post-termination rights specifically provided for in the Order Form, Client shall cease all use of the Information under such Order Form and promptly purge all Information provided under such Order Form that has been stored in its computer systems, databases, or any data storage facilities owned or under its control, provided that Client shall have the right to retain: (i) print or electronic copies of its reports containing limited excerpts of data obtained from the Information and made in conformity with the license granted in Section 11 of these Terms; and (ii) portions of the Information that constitute electronic data that is generally inaccessible or that has been stored on Client’s backup systems in the ordinary course of business as part of standard backup procedures, but only to the extent that such data is only accessible by person(s) whose function is primarily information technology, and provided that such person(s) only have limited access to such data to enable the performance of such information technology duties. In addition, Client may retain one copy of any such data from the Information as is necessary to comply with applicable audit, legal or regulatory requirements, professional obligations and standards and internal document retention policies, provided any such data may only be accessed for such purposes and may not be used for any other purpose whatsoever (including, but not limited to, any commercial purpose). Upon expiration or termination of the Agreement for any reason, all provisions but Sections 3, 11 and 13 of these Terms shall survive.
Appears in 3 contracts
Sources: Online Terms of Agreement, Online Terms of Agreement, Online Terms of Agreement
Term and Termination. 9.1 Each Order for Services 8.1 The Contract shall take effect commence on the Order date Commencement Date and remain in effect continue for the Initial Term, after which it shall automatically renew for consecutive Renewal Periods, until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsthis clause 8.
9.2 Unless otherwise stated in an Order8.2 We or you may terminate the Contract by giving the other written notice of at least 6 months, each Order for Services not to expire before the end of the Initial Term or a Renewal Period.
8.3 We or you may be terminated for convenience terminate the Contract with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.if:
9.3 Without prejudice 8.4 the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
8.5 the other party ceases or suspends a substantial part of its business (or threatens to do so), takes any action in connection with entering administration, provisional liquidation or any composition or arrangement with its creditors, being wound up, having a receiver appointed to any other rights of its assets or remedies ceasing to which We carry on business or, if the action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction, or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
a. is 's financial position deteriorates to such an extent that (in material breach of any of the terminating party's opinion) the other party's capability to adequately fulfil its obligations under the Agreement Contract has been placed in jeopardy.
8.6 We may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under the Contract on the due date for payment (on 3 occasions in any 6 month period), or an Order and, you undergo a change of control (as defined in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice section 1124 of the breach; orCorporation Tax Act 2010).
b. voluntarily files a petition 8.7 Without affecting our other rights or remedies, we may suspend the supply of Services under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it the Contract or any of its assets; passes a resolution other contract between you and us if you fail (on 3 occasions in any 6 month period) to pay any amount due under the Contract on the due date for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is payment, you become subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it events listed in connection with the performance clause 8.5, or we reasonably believe that you are about to become subject to any of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement them.
Appears in 3 contracts
Sources: Services Agreements, Service Agreement, Service Agreement
Term and Termination. 9.1 Each Order for Services 15.1. Subject to clause 15.2 below the Contract shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedcontinue, unless otherwise terminated sooner as provided in these Conditions, until expiry of the Initial Term. Thereafter the Contract shall automatically renew for successive yearly periods (each a "Renewal Term"), unless either party terminates by notice in writing to the other, such notice to be given at least 120 days before the end of the then-current term, and to be effective only at the end of that term.
15.2. If at any time within the Initial Term or any Renewal Term under clause 15.1 above the Customer agrees to the supply of Cloud Services in accordance with these Termsclause 10, the Term of the Contract shall be extended by a period of 3 years from the Cloud Commencement Date, and thereafter any renewals shall be in accordance with clause 15.1 above.
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party.
9.3 15.3. Without prejudice to any other rights or remedies to which We or You the parties may be entitled, either party may terminate an Order or this Agreement the Contract without liability to the other at any time with immediate effect upon written notice if if: the other party:
a. is in party commits a material breach of any of its obligations under the Agreement or an Order and, in the case terms of these Conditions and (if such a breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) 30 days of notice that party being notified in writing of the breach; or
b. voluntarily files a petition under bankruptcy an order is made or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution is passed for winding-up) the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction makes to make a winding-up order in relation to the other party; an order is made for the appointment of an administrator to that effectmanage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); becomes subject a receiver is appointed of any of the other party's assets or undertakings, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to an administration orderappoint a receiver or manager of the other party, or if any other person takes possession of, or sells, the other party's assets; enters into the other party makes any voluntary arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; ceases the other party ceases, or threaten threatens to cease, to trade, there is a Change of Control of the other party, or the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
15.4. On termination of the Contract for any reason: the Supplier shall immediately cease to carry on business; or is provision of the Managed Service but may provide transitional services for a further period subject to commercial terms being agreed between the parties for the provision of such services; any analogous event Supplier Equipment located at the Customer’s premises or proceeding in any applicable jurisdiction.
9.4 In within the event We terminate an Order pursuant to Section 9.3 Customer's possession at expiry or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in termination of the form of allotments/contingents) Contract shall be non-refundable promptly returned by the Customer to the Supplier, and We the parties shall be under cooperate to make appropriate arrangements for the Supplier to uplift the Supplier Equipment, at the Supplier’s cost; each party shall return and make no obligation further use of any equipment, property, materials and other items (and all copies of them) belonging to refund the other party; 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 or expiry of the Contract, a written request for the delivery to You any the Customer of the most recent backup of the Customer Data. The Supplier shall use reasonable commercial efforts to deliver the backup to the Customer within 30 days of its receipt of such prepaid Service Fees even where as a written request, provided that the Customer has, at that time, paid all fees and charges 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 the accrued rights of the parties as at termination, or the continuation after termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order provision expressly stated to survive or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the implicitly surviving termination, cancellation shall not be affected or expiration of the Agreement prejudiced.
Appears in 3 contracts
Sources: Supply of Managed Cloud Service, Supply of Managed Cloud Service, Supply of Managed Cloud Service Agreement
Term and Termination. 9.1 Each Order for This Master Services Agreement shall take effect commence on the Order date Effective Date and remain in effect shall continue until any agreed end date specified in the Order expiration of the Subscription Term of all Subscriptions (or until all Services under such Order have been provided, if later) unless otherwise terminated sooner as provided in accordance with these Termsthis section 12. section 12. At the end of the Subscription Term, Client’s access and use of the Services shall automatically terminate.
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
a. 12.3.1 is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of following notice of the breach; or
b. voluntarily files 12.3.2 files, or has filed against it, a petition under of bankruptcy or insolvency lawinsolvency, and the petition is not vacated within sixty (60) days being filed; has or shall have a receiver or administrative receiver appointed over it or any of its assets; passes or shall pass a resolution for winding-up) up or a court dissolution of competent jurisdiction makes the business affairs of an order to that effectentity; becomes or if the other Party shall become subject to an administration order; enters order or shall enter into any voluntary arrangement with its creditors; ceases creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In 12.4.1 Client’s rights of use granted under this Master Services Agreement (or under the event We terminate an applicable Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation Form in the form case of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an individual Order or this Agreement for any reason: Form only) shall
(i) each party immediately terminate and Client shall immediately return to cease the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance use of the Services; ;
12.4.2 Client shall (iii) You shall in the case of termination of this Master Services Agreement, promptly pay Us for all Services provided and Fees and expenses due up or to become due through the effective date of termination; and (iiiii) neither party in the case of termination of an individual Order Form where the Agreement and remaining valid Subscriptions will continue in full force and effect, promptly pay all Fees due or to become due under such terminated Order Form; and
12.4.3 the Parties shall have any further right or obligation comply with respect to the other except as obligations set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement section 13.4.
Appears in 3 contracts
Sources: Software as a Service Subscription Master Services Agreement, Software as a Service Subscription Master Services Agreement, Software as a Service Subscription Master Services Agreement
Term and Termination. 9.1 Each This Agreement shall enter into force upon execution of the first Order for Services Form and/or SOW and shall take effect on continue in force until terminated pursuant to this Section 14 or any specific termination rights set out in this Agreement. To the extent there are SOWs or Order date and remain Forms in effect until any agreed end date specified in the when a Party terminates this Agreement, such SOWs or Order or until all Services under such Order have Forms shall continue to be governed by this Agreement as if it had not been provided, unless terminated sooner in accordance with these Termsterminated.
9.2 Unless otherwise stated in an Order14.1 Either Party shall have the right to immediately terminate this Agreement if (i) the other Party has committed a material breach of this Agreement, each Order for Services may be terminated for convenience by either Party by providing and has not rectified the same within thirty (30) days’ prior days after receipt of written notice from the non-breaching Party specifying the breach, or (ii) the other Party becomes the subject of a bankruptcy order or becomes insolvent or makes any arrangement or composition with or assignment for the benefit of its creditors or goes into liquidation, either voluntary (otherwise than for reconstruction or amalgamation) or compulsory, or if a receiver or administrator is appointed over its assets.
14.2 Upon termination of this Agreement, each Party shall immediately return to the other Party all goods, documents and other items received from the other Party.
9.3 14.3 Without prejudice to any other rights or remedies to which that We or You may be entitledhave, either party may terminate an Order or if this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty terminated (30) days of notice irrespective of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and reason therefore), We shall always be under no obligation entitled to refund to charge You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information work performed and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due costs incurred up to the date of termination; .
14.4 Any termination of this Agreement shall not affect (i) any accrued liabilities and rights of the Parties prior to such termination, and (iiiii) neither party any provision of this Agreement that is expressed to survive its expiration or termination. 15 Deliberation The Parties agree to, in accordance with the best of their abilities, put all efforts forward to resolve any possible disputes through deliberations. Neither Party shall have any further right or obligation with respect to take legal actions before first having invited the other except as set out in this Section and in such Sections of Party to deliberate regarding the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement matter at hand.
Appears in 3 contracts
Sources: Professional Services, Professional Services, Professional Services
Term and Termination. 9.1 Each Order 14.1 Upon any termination of this Agreement, and except as provided herein to the contrary, all rights and obligations of the Parties hereunder shall cease, except as follows:
(a) Obligations to pay royalties and other sums accruing hereunder up to the day of such termination;
(b) ESCALON’s rights to inspect books and records as described in Section 5, and LICENSEE’s obligations to keep such records for Services shall take effect the required time;
(c) Obligations to hold harmless, defend and indemnify ESCALON under Section 13;
(d) Any cause of action or claim of LICENSEE or ESCALON accrued or to accrue because of any breach or default by the other Party hereunder;
(e) The general rights, obligations, and understandings of Sections 2, 12, 17, 18, 19, 27 and 28; and
(f) All other terms, provisions, representations, rights and obligations contained in this Agreement that by their sense and context are intended to survive until performance thereof by either or both Parties.
14.2 This Agreement will become effective on the Order date and its Effective Date and, unless terminated under another specific provision of this Agreement, will remain in effect until any agreed end and terminate upon the latter of (a) the last to expire of Licensed Patents, (b) the tenth anniversary date specified in of the Order Effective Date or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms(c) the fifth anniversary date of the date of the First Commercial Sale.
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other 14.3 If LICENSEE shall at any time with immediate effect upon written notice default in the payment of any royalty or the making of any report hereunder, or shall make any false report, or if the other party:
a. is in either Party shall commit any material breach of any of its obligations under the Agreement covenant or an Order andpromise herein contained, in the case of a breach which is capable of remedy, fails and shall fail to remedy any such default, breach or report within thirty sixty (3060) days after written notice thereof by the other Party specifying such default (15 days with respect to non-payment of monies by LICENSEE), then that other Party may, at its option, terminate this Agreement and the license rights granted herein by notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order in writing to that such effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) . Any such termination shall be non-refundable and We shall be under no obligation without prejudice to refund to You any such prepaid Service Fees even where as at the date either Party’s other legal rights for breach of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or 14.4 LICENSEE may terminate this Agreement at any time by giving ESCALON a notice of termination, effective ninety (90) days thereafter. Such notice shall be deemed by the Parties to be final and, immediately upon receipt of such notice of termination, ESCALON shall have the right to enter into agreements with others for the manufacture, sale, and/or use of any reason: (i) each party Products in the Field of Use. Notwithstanding the right of termination, LICENSEE shall pay all royalties due to ESCALON pursuant to this Agreement.
14.5 This Agreement and all license rights granted herein will immediately return to the other all papers, materials, Confidential Information and other properties terminate within 18 months of the other held by it in connection with effective date of this Agreement unless prior to that time LICENSEE has completed the performance Required $1,000,000 Funding Closing and has notified ESCALON of that closing under Section 7.4.
14.6 ESCALON may terminate this Agreement if LICENSEE has not completed a clinically acceptable prototype within three years of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to Effective Date. Subsequently thereafter, ESCALON may terminate this Agreement if LICENSEE has not achieved its First Commercial Sale within five years after the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Effective Date.
Appears in 3 contracts
Sources: License Agreement (Intralase Corp), License Agreement (Intralase Corp), License Agreement (Intralase Corp)
Term and Termination. 9.1 Each Order for Services 11.1 Subject to earlier termination in accordance with this Section, this Agreement shall take effect commence on the Order effective date of this Agreement and remain in effect force for a period of one hundred (100) years. LICENSEE may terminate it at any time by giving thirty (30) days notice. In the event of termination by LICENSEE, all payments due until any agreed end the date specified in of termination will remain due, but the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these TermsLicenses will be immediately and irrevocably terminated.
9.2 Unless otherwise stated in an Order, each Order for Services 11.2 The Agreement may be terminated immediately by written notice to LICENSEE by LICENSOR at its election in the event of the occurrence of any one of the following circumstances:
A. In the event LICENSEE is placed in the hands of a receiver or makes a general assignment for convenience the benefit of creditors; or
B. In the event that all or substantially all of the assets of LICENSEE or its successor-in-interest are seized or attached in conjunction with any action brought against it by either Party a third party creditor and such attachment is not contested by providing LICENSEE within thirty (30) days’ prior .
11.3 This Agreement may be terminated effective upon thirty (30) calendar days written notice from LICENSOR and the failure of LICENSEE to cure any breach or default prior to the other Party.expiration of the thirty-day notice period in any of the following circumstances:
9.3 Without prejudice A. In the event LICENSEE becomes insolvent, or shall cease to carry on its business in the normal course, or withdraws its products or services from the market for 90 days or more without explanation or commitment acceptable to LICENSOR to reenter the market; or
B. In the event there is a transfer or sale of LICENSEE's business purporting to transfer or assign this Agreement and/or the LICENSED TECHNOLOGY to any other rights party that does not have at least the same or remedies to which We or You may be entitled, either party may terminate an Order or greater financial resources as the LICENSEE; or
C. Disclosure of confidential information in violation of the confidentiality provisions in Section 8 of this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:agreement; or
a. is in material breach of any of its obligations under the Agreement or an Order and, in 11.4 In the case of a breach which is capable or default arising from LICENSEE's failure to pay LICENSOR royalties or other costs or expenses pursuant to the Agreement when due and payable, failure to complete the performance requirements of remedySection 5 of this Agreement, fails or from any other material breach or default of this Agreement other than those described in Section 11.2 and Section 11.3, LICENSOR shall have the right, but not the obligation, to remedy such breach within terminate this Agreement upon thirty (30) days notice to LICENSEE. Termination shall become effective upon the failure of LICENSEE to cure such breach or default within such notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionperiod.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On 11.5 Upon termination of an Order or this Agreement for any reason: (i) each party , LICENSEE shall not be released from any obligation that has matured prior to the effective date of the termination. LICENSEE may, however, after the effective date of such termination, complete committed projects based on LICENSED TECHNOLOGY or in process as of the time of such termination, provided that LICENSEE is current with existing payment obligations and shall pay to LICENSOR the royalties and other consideration due on such projects as required by this Agreement and shall submit the reports as required.
11.6 Upon the termination of this Agreement, any SUBLICENSEE which has not breached in any material way its sublicense agreement shall be granted the right to receive a license directly from LICENSOR on the same terms and conditions as in the sub-license agreement in effect at the time, granting license rights to the LICENSED TECHNOLOGY.
11.7 Upon the termination of this Agreement, LICENSEE shall immediately cease using and return to the LICENSOR any uncommitted LICENSED TECHNOLOGY, enhancements and all other all papers, materials, Confidential Information documents and other properties information as may have been provided by LICENSOR pursuant to this Agreement, which contain information that is confidential or proprietary to LICENSOR and shall grant back to LICENSOR all of the other held LICENSEE's right, title and interest to all IMPROVEMENTS, with applicable documentation, made by it LICENSEE in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up relation to the date LICENSED TECHNOLOGY.
11.8 Nothing herein shall be construed to limit LICENSOR's legal or equitable remedies in the event of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in a default by LICENSEE and/or subsequent termination of this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement LICENSOR.
Appears in 2 contracts
Sources: Exclusive License Agreement, Exclusive License Agreement (Co-Diagnostics, Inc.)
Term and Termination. 9.1 Each Order for Services 11.1 The Agreement shall take effect on become legally binding when both Parties have signed it. The agreement is hereafter prolonged one year at the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, time unless terminated sooner in accordance with these Termswriting at latest 60 days before the agreement expires.
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either 11.2 Either Party by providing thirty (30) days’ prior written notice has the right to the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon by giving the other Party a written notice if of the termination, if:
(i) the other party: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 to make such payment; or
a. is in (ii) the other Party commits a material breach of any of its obligations under the this Agreement or an Order and, in the case of a and (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) a period of 14 days of notice of after being notified in writing to do so. Licensee’s failure to forward a report complying with the specifications in Section 5 may be considered such a material breach; or
b. voluntarily files (iii) the other Party repeatedly breaches any of the terms of this Agreement in such a petition under 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; or
(iv) the other Party becomes insolvent or make or seek to make an arrangement with or assignment for the benefit of creditors, or is a party in proceedings in voluntary or involuntary bankruptcy or insolvency law; has liquidation. Licensor shall have the right to terminate this Agreement without liability with immediate effect by giving a receiver written notice of the termination, if Licensee suspends or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten threatens to cease suspend or cease, to carry on business; all or is subject to any analogous event or proceeding in any applicable jurisdictiona substantial part of the Service.
9.4 In 11.3 For the event We terminate an Order pursuant to Section 9.3 sake of clarity it is stated that upon termination or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form expiry of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party reason all licences granted under this Agreement shall immediately return to the other automatically terminate with immediate effect. Sections 5, 6 and 7 shall survive termination or expiry of this Agreement and remain in force until Licensee completes all papers, materials, Confidential Information of its reporting and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in payment obligations based on this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Agreement.
Appears in 2 contracts
Sources: Licensing Agreement, DPD Licence Agreement
Term and Termination. 9.1 Each Order for Services 8.1 This Agreement shall take effect commence on the Order date Effective Date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, continue for ten (10) years unless earlier terminated sooner in accordance with these Termsthis Agreement (the “Term”).
9.2 Unless otherwise stated in an Order, each Order for Services 8.2 This Agreement may be terminated for convenience without cause by either Party by providing thirty (30) daysLICENSOR or the LICENSEE on not less than twelve months’ prior written notice to the other Partyother, or such shorter period as they may agree.
9.3 8.3 Without prejudice affecting any other right or remedy available to it, the LICENSOR may terminate this Agreement with immediate effect by giving written notice to the LICENSEE if:
(a) the LICENSEE fails to pay any amount due under this agreement on the due date for payment and remains in default not less than fourteen days after being notified in writing to make such payment; or
(b) the LICENSEE commits a breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of fourteen days after being notified in writing to do so; or
(c) the LICENSEE 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; or
(d) the LICENSEE suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts; or
(e) the LICENSEE commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of the LICENSEE with one or more other companies or the solvent reconstruction of the LICENSEE; or
(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 the LICENSEE (being a company, limited liability partnership or partnership); or
(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 LICENSEE; or
(h) the holder of a qualifying floating charge over the assets of the LICENSEE (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver; or
(i) a person becomes entitled to appoint a receiver over all or any of the assets of the LICENSEE or a receiver is appointed over all or any of the assets of the LICENSEE; or
(j) a creditor or encumbrancer of the LICENSEE 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 the LICENSEE’s assets and such attachment or process is not discharged within fourteen days; or
(k) any event occurs, or proceeding is taken, with respect to the LICENSEE in any jurisdiction to which it is subject that has an effect equivalent or similar to any other rights of the events mentioned in any of Sections 8.3(d) to 8.3(j) (inclusive); or
(l) the LICENSEE’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
(m) the LICENSEE suspends or remedies ceases, or threatens to which We suspend or You may cease, carrying on all or a substantial part of its business; or
(n) there is a Change of Control of the LICENSEE; or
(o) any representation or warranty given by the LICENSEE is found to be entitleduntrue or misleading.
8.4 If, either party pursuant to Section 2.4, LICENSOR determines that the Licensed Technology has not been Commercialized in one or more countries within the Territory to its reasonable satisfaction, it shall give notice of that determination to the LICENSEE and thereafter may terminate an Order the License in respect of such country or this Agreement without liability countries, and/or grant a license to a third party to Commercialise the Licensed Technology on such terms as LICENSOR may determine. Upon notice of such determination being given to the other LICENSEE, the License as it pertains to such country or countries covered by the determination shall end, and LICENSOR, its Affiliates and SUBLICENSEEs shall immediately cease all use and Commercialization of Licensed Products and all use of the Licensed Technology (including through any Representatives) in connection with such country or countries.
8.5 If the Parties do not, within six (6) months of the date of approval by the U.S. Food and Drug Administration of the Licensed Product, enter into a written agreement for the manufacture and supply of Licensed Product to the LICENSEE relating to Regulatory Approvals and Commercialization on mutually acceptable terms, then, at any time thereafter, LICENSOR may terminate this Agreement with immediate effect upon written notice if the other party:
a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days written notice to the other Parties in existence at the time of giving the written notice (including LICENSEE if it has been formed by that time).
8.6 If ASEP and Seaspring do not, within six (6) months of the breach; or
b. voluntarily files Effective Date, enter into a petition under bankruptcy or insolvency law; written shareholders agreement with respect to the ownership, control and funding of LICENSEE on mutually acceptable terms, then, at any time thereafter, LICENSOR may terminate this Agreement with thirty (30) days written notice to the other Parties in existence at the time of giving the written notice (including LICENSEE if it has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to been formed by that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictiontime).
9.4 In the event We terminate an Order pursuant to Section 9.3 8.7 Upon termination or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form expiry of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: , the following terms shall apply:
(ia) each party the License shall end and LICENSOR, its Affiliates and SUBLICENSEEs shall immediately return to cease all use and Commercialization of Licensed Products and all use of the Licensed Technology (including through any Representatives) and any other all papers, materials, related Confidential Information of LICENSOR; and
(b) Articles 1, 5, 9, 10 and other properties of the other held by it in connection with the performance of the Services; (ii) You 11, and Sections 2.7(b), 3.6, 3.7, 4.1, 4.3, 7.3(b), 7.4, 7.5, 7.6, 7.7, 7.8, 7.9, and 8.5, shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement survive.
Appears in 2 contracts
Sources: Joint Venture and License Agreement (Asep Medical Holdings Inc.), Joint Venture and License Agreement (Asep Medical Holdings Inc.)
Term and Termination. 9.1 Each Order for Services 16.1 This Agreement shall take effect commence on the Commencement Date and each Order date Form shall commence on either the Commencement Date or the Services Commencement Date, as applicable, and shall remain in effect until any agreed end date full force for the Initial Term unless otherwise specified in the Order Form or until all Services under such Order have been provided, unless earlier terminated sooner in accordance with these Terms.
9.2 Unless the provisions of this Agreement or of any Order Form as the case may be. Thereafter, this Agreement and, unless stated otherwise stated in an Orderthe relevant Order Form, each Order Form shall continue to automatically renew for Services may be terminated for convenience by either a Subsequent Term, unless a Party by providing thirty (30) days’ prior gives written notice to the other Party, not later than ninety (90) days before the end of the Initial Term or the relevant Subsequent Term, to terminate this Agreement or an Order Form (as the case may be).
9.3 16.2 Without prejudice to any other rights that the Parties have accrued under this Agreement or remedies to which We any of their respective remedies, obligations or You may be entitledliabilities, either party Party may terminate an Order or this Agreement without liability with immediate effect by giving written notice to the other at any time with immediate effect upon written notice if Party if:
(a) the other party:
a. is in Party commits a material breach of any material term of its obligations under the this Agreement or an Order and, in the case of a and (if such breach which is capable of remedy, remediable) fails to remedy such that breach within a period of thirty (30) days after being notified to do so;
(b) the other Party suspends, or threatens to suspend, payment of notice its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the breachInsolvency Act 1986; or
b. voluntarily files (c) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any substantial part of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 16.3 In addition to the event We above, the Supplier may terminate an this Agreement with immediate effect by giving written notice to the Client if the Client breaches it obligations under Clauses 4.8 and 4.9.
16.4 If for any reason a contract between a Third Party and the Supplier relating to the Supplier’s right to use, install, support or provide Third Party Services which is the subject of the Agreement is terminated, then the Agreement or applicable Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees Form (in whatever form including without limitation in as the form of allotments/contingentscase may be) shall be non-refundable and We automatically terminate, save that where the contract relates to other Services other than that Third Party Service, termination of the Agreement or applicable Order Form shall be under no obligation operate only in so far as it relates to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Third Party Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 16.5 On termination of an Order or this Agreement for any reason: :
(a) the Supplier shall immediately cease provision of the Services;
(b) the Client shall pay any and all invoices and sums due and payable up to and including the date of termination including (i) each party shall immediately return all remaining amounts owing up to the other all papers, materials, Confidential Information and other properties end of the other held by it in connection with Initial Term or the performance of the ServicesSubsequent Term (as applicable); (ii) You shall promptly pay Us for all Services provided and any Licence Fees and expenses due up to the date of terminationas set out under Clause 12.2; and (iii) neither party any termination fees that the Supplier incurs from any of the Third Parties as a consequence of such early termination. The Supplier shall have use reasonable endeavours to mitigate any loss but the Client acknowledges and agrees that any Third Party fees may not be mitigated by the Supplier and the Client shall not hold the Supplier responsible if its incurs full termination fees;
(c) all licences granted under the Agreement will terminate immediately except for fully-paid, fixed term and perpetual licences;
(d) for metered Products billed periodically based on usage, the Client must immediately pay for unpaid usage as of the termination date; and
(e) each Party shall use reasonable endeavours to return and make no further right or obligation with respect use of any equipment, property, materials and other items (and all copies of them) (“Materials”) belonging to the other except as set out in this Section Party. If the Client fails to do so, then the Supplier may enter the Client’s premises and in such Sections take possession of the Agreement which by their nature would continue beyond Supplier's Materials. Until the terminationSupplier's Materials have been returned or repossessed, cancellation or expiration of the Agreement Client shall be solely responsible for its safe keeping.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Term and Termination. 9.1 Each Order for Services 11.1. The Contract shall take effect commence on the earlier of the date of the first agreed Order Form between the parties and the date and remain in effect until any agreed end date of signature of this MSA by the parties.
11.2. Where a Services Term is specified in an Order Form, that Order Form shall renew for successive periods, each equal in length to the Order or until all Services under Term (and each being a ‘Services Term’) unless either party gives to the other at least 90 days’ written notice of termination, such Order have been provided, unless terminated sooner in accordance with these Termsnotice to expire at the end of a Services Term.
9.2 Unless otherwise stated in an Order11.3. Without affecting any other right or remedy available to it, each either party may terminate the Contract or any Order for Services may be terminated for convenience Form with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.party if:
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to 11.3.1. the other at any time with immediate effect upon written notice if the other party:
a. is in party commits a material breach of any of its obligations under the Agreement or an Order and, in the case of a Contract and (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) 30 days after receipt of notice in writing to do so;
11.3.2. the other party enters administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), is wound up (whether voluntarily or by order of the breach; or
b. voluntarily files court, unless for the purpose of a petition under bankruptcy or insolvency law; solvent restructuring), has a receiver or administrative receiver appointed over it or to any of its assets; passes a resolution for winding-up) assets or a court ceases to carry on business or, if the step or action is taken in another jurisdiction, undertakes any of competent jurisdiction makes an order the abovementioned activities in connection with any analogous procedure in the relevant jurisdiction;
11.3.3. the other party suspends, or threatens to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; suspend, or ceases or threaten threatens to cease to carry on all or a substantial part of its business; or is subject or
11.3.4. the other party's financial position deteriorates to any analogous event or proceeding such an extent that in any applicable jurisdictionthe reasonable opinion of the terminating party the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
9.4 In 11.4. Without affecting any other right or remedy available to it, Conosco may terminate the event We terminate an Order pursuant to Section 9.3 Contract or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on Form by giving ninety days’ written notice to the Customer if Control of the Customer changes.
11.5. Without affecting any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect remedy available to it, where it has a right to terminate under clause 11.3, Conosco may suspend the other except as set out in this Section and in such Sections supply of Services and/or all further deliveries under the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Contract.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Term and Termination. 9.1 Each Order a. The initial term of this Agreement will be for Services shall take a period of eight (8) years following the Effective Date. Unless notice of termination is given by either party at least 120 days prior to the scheduled termination date, this Agreement will continue in effect beyond the initial term, in successive one-year terms. Notwithstanding any number of renewals, this Agreement is a fixed term agreement and not an agreement of indefinite term. Nothing contained in this Agreement creates any express or implied obligation on either party to renew or extend this Agreement or to create any right to continue this Agreement on the Order date same terms and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsconditions.
9.2 Unless otherwise stated in an Order, each Order for Services b. Either party may be terminated for convenience terminate this Agreement without liability by either Party by providing thirty (30) days’ prior written notice to the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
a. makes a general assignment for the benefit of creditors, or if a petition in bankruptcy or under any insolvency law is in filed by or against the other and such petition is not dismissed within sixty (60) days after it has been filed or the other commits a material breach of any of its obligations under the Agreement or an Order andhereunder. However, in the case of a any such breach which is capable of remedybeing cured, fails neither party will terminate this Agreement unless and until the other will have failed to remedy make good such breach default within thirty ninety (3090) days after it will have been served with a written notice requiring that such default be made good and stating its intention to terminate the Agreement if compliance with the notice is not met; provided, however, that Subscriber Product deficiencies described in Section 4.a.2 will not give rise to the termination remedy in this Section 17b. The termination of notice this Agreement will not affect or prejudice any provisions of this Agreement, which are expressly or by implication provided to continue in effect after such termination.
c. Upon termination of this Agreement as a result of a material, uncured breach by Clearwire: (i) Motorola is relieved of any obligations to make any additional shipments and may cancel all of Clearwire's unshipped orders for Subscriber Products, regardless of previous acceptance by Motorola of those orders, and Motorola has no obligation or liability to Clearwire or any other parry in connection with such cancellations; (ii) all outstanding invoices to Clearwire and other amounts due to Motorola from Clearwire become immediately due and payable, and each invoice not yet submitted to Clearwire for Subscriber Products shipped prior to termination will be due and payable immediately upon submission of the breachinvoice to Clearwire; or
b. voluntarily files (iii) Clearwire will immediately discontinue any use of all Motorola names and trademarks in association with the Subscriber Products, as well as any other combination of words, designs, trademarks or trade names that would indicate that Clearwire is or was an authorized distributor of the Subscriber Products; and (iv) within 30 days after termination, Clearwire will deliver to a petition under bankruptcy location Motorola will specify all Motorola property, including all equipment, customer data, software items, catalogs, drawings, designs, engineering photographs, samples, literature, sales aids and any confidential business information and trade secrets of Motorola in Clearwire's possession, along with all copies of these items. Motorola's acceptance of any order by Clearwire for Subscriber Products after the termination of this Agreement will not be construed as a renewal or insolvency law; has extension of this Agreement, nor as a receiver or administrative receiver appointed over it or any waiver of its assets; passes a resolution for winding-up) or a court termination of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionthis Agreement.
9.4 In d. The terms, provisions, representations and warranties contained in this Agreement that by their sense and context are intended to survive the event We terminate an Order pursuant to Section 9.3 performance by either or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form both parties will so survive the completion of performances and termination of this Agreement, including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination making of any Order shall have no effect on any other Order and all payments due under this Agreement.
9.6 e. On termination of an Order or after January 1, 2009, Motorola may terminate this Agreement upon one year's prior written notice to Clearwire with continued supply of Subscriber Products to Clearwire for any reason: (i) each party shall immediately return a two year period commencing on the termination notice date under the terms of this Agreement.
f. Motorola will place the source code for current versions of the Expedience Subscriber Product software owned by Motorola, as well as a copy of the software itself, in escrow, at Clearwire's cost, under terms and conditions that are mutually agreeable to the other all papersParties. The parties agree to promptly enter into good faith, materials, Confidential Information and other properties of commercially reasonable negotiations in an effort to conclude a software escrow agreement within forty-five (45) days after the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Effective Date.
Appears in 2 contracts
Sources: Wireless Broadband Cpe Supply Agreement (Clearwire Corp), Wireless Broadband Cpe Supply Agreement (Clearwire Corp)
Term and Termination. 9.1 Each Order for 7.1. This Master Services Agreement shall take effect on from the date signature date hereof, and in respect of each Service, the date the Customer Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner is accepted by HUGE in accordance with Clause 2.2, or the date the Customer first uses a Service, whichever of these Termsis earlier, and shall continue in force unless and until terminated in accordance with this Clause 7.
9.2 Unless otherwise stated in an 7.2. Either Party may terminate a Service:
7.2.1. Subject to the provisions of a Customer Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior on at least 90 days written notice to the other Party.
9.3 Without prejudice to any other rights take effect on or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written after expiry of the relevantInitialService Term;
7.2.2. immediately by notice if if, in relation to that Service, the other party:Party hascommitted a materialbreach which is incapable of remedy;
a. is 7.2.3. immediately by notice if, in relation to that Service, theother Partyhascommitted a material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, but which it fails to remedy toremedy within ten (10) Business Days of having been notified of such breach within thirty (30) days of notice of the breach; or
b. voluntarily files 7.2.4. immediately by notice if, in relation to that Service, a petition Force Majeure Event subsists for a continuous period exceeding three (3) months.
7.3. Either Party may terminate the Agreement immediately upon notice:
7.3.1. in the event of a material breach by the other, which has application to all Services then provided under bankruptcy or insolvency law; this Agreement, and which is incapable of remedy;
7.3.2. in the event of a material breach by the other, which has application to all Services then provided under thisAgreement,and whichiscapableof remedy,but which such other fails to remedy within ten (10) Business Days of having been notified of such breach;
7.3.3. if the other has a receiver or an administrative receiver appointed over it or over any part of its assets; undertaking or assets or passes a resolution for winding-upwinding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect; effect or if the other becomes subject to an administration order; order or enters into any voluntary arrangement with its creditors; creditors or ceases or threaten threatens to cease to carry on business; , or undergoes or is subject to anyanalogousacts or proceedingsunder any analogous foreign law;
7.3.4. in the event or proceeding in of a Force Majeure Event, which has application to allServices thenprovidedhereunder, and which subsists for a continuous period exceeding three (3) months; or
7.3.5. where, after expiry of any applicable jurisdictionInitial Service Term(s), no Services have been provided under this Agreement for a continuous period exceeding three (3) months.
9.4 In 7.4. HUGE may terminate the Agreement (or a specific Service) immediately by notice if a suspension of a Service pursuant to Clauses 6.1.4, 6.1.5 or 6.1.6 has continued for a period of at least two (2) consecutive months.
7.5. If HUGE has reasonable grounds to consider that there has been a violation of Clause 8.6.2, HUGE may notify the Customer and require it to remedy the violation in the event We terminate of an Order pursuant incident involving a violation of public law or regulation or an imminent threat to Section 9.3 the IP Network, immediately; or You terminate an Order for convenience in all other cases, within forty-eight (48) hours. If the Customer fails to notify HUGE that such a remedy has been effected in accordance with Section 9.2 any prepaid Service Fees this Clause 7.5 or if HUGEreasonably determinesthattheviolationiscontinuing or islikely to occur again, HUGE may terminate this Agreement (in whatever form including without limitation in the form of allotments/contingentsor relevant Service) shall be non-refundable and We shall be under no obligation immediately upon notice to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this AgreementtheCustomer.
9.6 On termination 7.6. Notwithstanding the provisions of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papersClauses 7.2 and 7.3, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of HUGE may terminate the Agreement which by their nature would continue beyond (or the termination, cancellation or expiration of the Agreement .relevant Service) on five
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Term and Termination. 9.1 Each Order for Services 8.1 This agreement shall take effect commence on the Order date Commencement Date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedshall continue, unless otherwise terminated sooner as provided in accordance with these Terms.
9.2 Unless otherwise stated this clause 8, until expiry of the Initial Term. Thereafter this agreement shall automatically renew, until either party terminates by 3 months notice in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice writing to the other Partyor the Lease has terminated. The parties may vary or extend this agreement in writing.
9.3 8.2 Without prejudice to any other rights or remedies to which We or You the parties may be entitled, either party may terminate an Order or this Agreement agreement without liability to the other at any time with immediate effect upon written notice if if:
(a) the other party:
a. is in party commits a material breach of any of its obligations under the Agreement or an Order and, in the case terms of this agreement and (if such a breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) 30 days of notice that party being notified in writing of the breach; or;
b. voluntarily files a petition under bankruptcy (b) an order is made or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution is passed for winding-up) the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party;
(c) the other party makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement or composition with its creditors; ceases , or threaten makes an application to cease to carry on business; or is subject to any analogous event or proceeding a court of competent jurisdiction for the protection of its creditors in any applicable jurisdictionway, or becomes bankrupt;
(d) the Service Provider is no longer able to undertake the Service due to change in the regulation regarding the Service Provider’s ability to continue this agreement;
(e) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingentsf) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this AgreementThe Lease is terminated.
9.6 8.3 On termination of an Order or this Agreement agreement for any reason: :
(ia) the Service Provider shall immediately cease provision of the Services;
(b) each party shall immediately return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other all papers, materials, Confidential Information and other properties party; and
(c) the accrued rights of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except parties as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the at termination, cancellation or expiration the continuation after termination of the Agreement any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
Appears in 2 contracts
Term and Termination. 9.1 Each Order for Services 12.1 This Agreement is effective as of the Effective Date and shall take effect on the Order date and remain in effect continue to be effective until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsthe terms of this Agreement.
9.2 Unless otherwise stated in an Order, each Order for Services 12.2 This Agreement may be terminated for convenience without cause by either Party the Company on or after three (3) years from its Effective Date in compliance with the notice and renewal provisions of Article 21.11-1 of the Code, or at any other time by providing thirty (30) days’ prior written notice mutual agreement of the parties.
12.3 Notwithstanding any provision contained in this Agreement to the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitledcontrary, either party may terminate an Order or this Agreement without liability to for cause on failure of the other at party to comply with any time with immediate effect upon provision of this Agreement (a “default”) after giving the other party written notice if of the other party:
a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of alleged default and a breach which is capable of remedy, fails to remedy such breach within reasonable time (not less than thirty (30) days or more than (6) months) to cure such default; provided that the right to cure a default shall not apply to the following, and termination shall be effective immediately upon the giving of notice such notice:
a) Failure by MGA to pay premiums to the Company within the time set forth in this Agreement;
b) Failure by MGA to deliver to the Company an Agent’s Report within the time set forth in this Agreement;
c) Revocation of a license necessary to a party’s performance hereunder;
d) Issuance of a final, non-appeal able, restraining order, injunction, or other order by a governmental authority having proper jurisdiction which prohibits a party from carrying out this Agreement;
e) Any party filing or becoming the subject of a petition seeking protection or satisfaction of debts under the bankruptcy, receivership or creditor’s rights laws of the breach; orparty’s domiciliary state or country;
b. voluntarily files f) At the option of the Company, the transfer or attempted transfer of a petition under bankruptcy controlling interest in MGA without first obtaining the Company’s consent. At the Company’s option, the Company may suspend any or insolvency law; has a receiver all authority of MGA during the pendency of any material default of MGA, any dispute regarding any material default of MGA, or administrative receiver appointed over it or during any period, if any, allowed to cure any such material default. Any exercise by the Company of its assets; passes rights under this provision to suspend any and all authority of MGA shall not be considered a resolution for winding-up) or a court default under the terms of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On 12.4 All power and authority of MGA granted under the terms of this Agreement shall cease upon termination of an Order or this Agreement.
12.5 In the event of termination of this Agreement when MGA is not in default and has accounted for and paid over to the Company all monies for which MGA is liable, then the Company shall permit MGA to retain all records of the business written pursuant to this Agreement, as well as use and control of expirations on the business written pursuant to this Agreement subject to any reason: (i) each party prior agreements with local producing agents regarding such policy expirations. In the event that MGA is in default under any provision of this Agreement and MGA has not cured such default within the time specified in Section 12.3, above, all records relating to the business written pursuant to this Agreement shall be vested in, returned immediately to, and become the exclusive property of the Company.
12.6 All software programs that are developed by MGA remain the property of MGA. In the event proprietary data of the Company has been collected and stored by MGA on behalf of the Company, such data shall remain the property of the Company.
12.7 Upon termination of this Agreement, MGA shall immediately return cause to be delivered to the other Company all papers, materials, Confidential Information and other properties property of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for Company, including, without limitation, unused drafts, policies, manuals, forms, and where applicable, all Services provided and Fees and expenses due up records, including those related to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement expirations.
Appears in 2 contracts
Sources: Managing General Agency and Claims Administration Agreement (TWFG, Inc.), Managing General Agency and Claims Administration Agreement (TWFG, Inc.)
Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless 10.1 Unless terminated sooner earlier in accordance with these Termsthe provisions of this Clause 10 or Clause 14, this Agreement shall continue in force in each country of the world, until expiry of the last Valid Claim, or for so long as the System Know-How and/or CDACF Version 8 Know-How is identified and remains secret and substantial, whichever is later.
9.2 Unless otherwise stated in an Order, each Order for Services 10.2 Licensee may be terminated for convenience terminate this Agreement by either Party by providing thirty giving sixty (3060) days’ prior written notice in writing to Lonza.
10.3 Either Lonza or Licensee may terminate this Agreement forthwith by notice in writing to the other Party.upon the occurrence of any of the following events:
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice 10.3.1 if the other party:
a. is in material commits a breach of any of its obligations under the this Agreement or an Order and, which in the case of a breach which is capable of remedy, fails to remedy such breach shall not have been remedied within thirty (30) days of the receipt by the other of a notice identifying the breach and requiring its remedy.
10.3.2 if the other is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the breach; or
b. voluntarily files relevant party under this Agreement) or compounds with or convenes a petition under bankruptcy meeting of its creditors or insolvency law; has a receiver or administrative receiver administrator appointed over it all or any part of its assets; passes assets or takes or suffers any similar action in consequence of a resolution debt, or ceases for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease reason to carry on business; .
10.4 If at any time during this Agreement Licensee knowingly, directly or indirectly, opposes or assists any third party to oppose the grant of letters patent or any patent application within any of the Patent Rights (Lonza)=or disputes or knowingly, directly or indirectly, assists any third party to dispute the validity of any patent within any of the Patent Rights (Lonza) or any of the claims thereof Lonza shall be entitled at any time thereafter to terminate all or any of the licences granted hereunder forthwith by notice to Licensee.
10.5 If this Agreement expires or is subject to terminated for any analogous event or proceeding in reason any applicable jurisdiction.
9.4 In the event We and all licences granted hereunder shall terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at effect from the date of termination You have not yet called off and Licensee shall destroy all Services
9.5 Termination Vectors, Cell Lines forthwith and shall certify such destruction immediately thereafter in writing to Lonza provided that Licensee shall be entitled to sell any Product in its sole discretion remaining in its possession or control at the time that termination becomes effective, provided that such sales shall be completed within six (6) months of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; expiry or termination of this Agreement and any stocks of Product still remaining shall be destroyed (iii) neither party with an appropriate written certificate of such destruction being immediately sent to Lonza). Licensee shall have any further right or obligation pay Lonza the royalties in respect of such sales in accordance with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Clause 6.
Appears in 2 contracts
Sources: License Agreement (Nexvet Biopharma PLC), License Agreement (NEXVET BIOPHARMA LTD)
Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services 14.1 Notwithstanding its other rights under such Order have been providedthis Agreement, unless terminated sooner in accordance with these Terms.Get Living may terminate this Agreement:
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party 14.1.1 by providing thirty (30) days’ a minimum of 1 month’s prior written notice to the other PartySupplier;
14.1.2 for breach of clauses 9, 10.2, 12 and/or 16; or
14.1.3 if Get Living is required to terminate this Agreement under applicable law or by a regulatory authority.
9.3 Without prejudice to any other rights 14.2 This Agreement shall commence on the Commencement Date and, unless and until terminated earlier in accordance with clause 14.1 or remedies to which We or You may be entitled14.3, either shall continue in force for the duration of the Term.
14.3 Either party may terminate an Order or this Agreement without liability immediately on written notice to the other at any time with immediate effect upon written notice if if:
14.3.1 the other party:
a. is in party commits a material or persistent breach of any term of its obligations under the this Agreement or an Order and, in the case of a and (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) a period of 30 days of notice of the breachafter being notified in writing to do so; or
b. voluntarily files 14.3.2 enters into and/or itself applies for, and/or calls meetings of members and/or creditors with a petition view to one or more of a moratorium, administration, liquidation (of any kind, including provisional), or composition and/or arrangement (whether under bankruptcy deed or insolvency law; otherwise) with creditors, and/or has a receiver or administrative receiver appointed over it or any of its assets; passes property subjected to one or more of appointment of a resolution for winding-upreceiver (of any kind), enforcement of security, distress, or execution of a judgment (in each case to include similar events under the laws of other countries) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten threatens to cease to carry on business; or is subject to
14.4 Termination of this Agreement shall not prejudice any analogous event or proceeding in any applicable jurisdictionof the parties’ rights and remedies which have accrued as at termination.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 14.5 On termination of an Order or this the Agreement for any reason: (i) :
14.5.1 each party shall immediately return to will cease use of the other all papers, materials, party’s Confidential Information and other properties of Data and (at the other held party’s option) return, destroy or irretrievably delete the same; and
14.5.2 the Supplier shall immediately deliver to Get Living all Goods and/or Deliverables paid for by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due Get Living up to the date of termination; , whether or not then complete, and (iii) neither party shall have return all Get Living Materials.
14.6 Notwithstanding any further right or obligation with respect to the other except as set out in this Section and in such Sections termination of the Agreement the provisions which by their nature would continue beyond are intended to survive such termination will remain in full force and effect including, without limitation, clause 12 (Confidentiality).
14.7 In the event of termination, cancellation transfer, or expiration potential transfer of these services in whole or part to Get Living or another Supplier, TUPE may apply and in such instance Get Living or the new Supplier may inherit liabilities in respect of transferring employees.
14.7.1 Both parties will provide to the other on request such information as may be necessary to enable the other party to comply with its obligations, and where necessary access to consult with the affected employees.
14.7.2 The Supplier agrees that subject to the relevant data protection regulations it will provide to Get Living or replacement Supplier, employee lists and employee information within 20 business days of any such request.
14.7.3 The Supplier will provide a list of those employees to which it believes a TUPE transfer will apply, including the percentage of each employees time it believes is spent working on behalf of the Agreement customer
14.7.4 No later than 10 working days before the transfer of the contract the Supplier will provide a final list of those employees where it has been agreed by all parties that TUPE will apply.
14.7.5 Get Living may supply the above information to any prospective replacement service provider having obtained and evidenced to the Supplier signed confidentiality agreements.
14.7.6 Following request of information the Supplier will notify Get Living within 24 hours should any potentially transferring employee give notice to terminate their employment.
14.7.7 The Supplier will indemnify Get Living against any claims from transferred employees in respect of
14.7.7.1 Unpaid salaries, commissions, bonuses, incentive payments, benefits, benefits in kind, holiday pay, sick pay, expenses, pension contributions and any other employment costs
14.7.7.2 Unpaid taxation (including income tax under PAYE), employers and employees National Insurance contributions including interest and penalties
14.7.7.3 Any act, omission or default
14.7.7.4 The termination of employment including claims for expenses, notice pay, pay in lieu of notice, damages for wrongful dismissal, redundancy pay and compensation for unfair dismissal
14.7.7.5 Any failure of the Supplier to appropriately inform or consult or communicate with the employee or their representatives
14.7.7.6 Failure to provide Get Living with sufficient information to comply with its TUPE obligations
Appears in 2 contracts
Sources: Terms and Conditions for Supply of Services, Supply of Goods Agreement
Term and Termination. 9.1 Each Order for Services shall take effect on 10.1 This AGREEMENT has been entered into and will come into force only as of the Order date EFFECTIVE DATE and will remain in effect force until any agreed end date specified in expiration of the Order or until all Services under such Order have been providedlast patent of the PATENT RIGHTS, unless it will be prematurely terminated sooner in accordance with these Terms.the article 10.2 or the article 10.3 below. ULS™ Supply and Marketing License Agreement Kreatech - Immunicon V2.0 Page 16 of 42 KREATECH: _________ LICENSEE: _________
9.2 Unless otherwise stated 10.2 In the event either of the Parties shall fail or refuse to perform any of its material obligations hereunder, the other party may, without waiving any other contractual or statutory rights, provide the defaulting party with written notice specifying the particulars of such failure or refusal and demanding that such default be remedied within a ninety (90) day period, which period must be specified in an Ordersaid notice. If the default will not fully and correctly be remedied within the period set forth in the notice of default, each Order for Services the non-defaulting party may be terminated for convenience by either Party by providing thirty (30) days’ prior immediately terminate this AGREEMENT out-of-court upon further written notice to the defaulting party, notwithstanding its other Partyrights, such as its rights to claim for full and/or additional compensation of damages.
9.3 Without prejudice 10.3 This AGREEMENT may be immediately terminated by KREATECH by giving written notice to LICENSEE, if (i) LICENSEE admits in writing its inability to pay its debts generally as they become due, files a petition in bankruptcy or under any other rights or remedies to which We or You may be entitledinsolvency act, either party may terminate makes an Order or this Agreement without liability to assignment for the other at any time with immediate effect upon written notice if the other party:
a. is in material breach of any benefit of its obligations under creditors, or upon a petition in bankruptcy or for the Agreement or an Order and, in the case appointment of a breach which is capable of remedyreceiver being filed against it, fails to remedy such breach have the petition or appointment dismissed or vacated within thirty sixty (3060) days of notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at from the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order thereof, or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You LICENSEE assigns its rights under this AGREEMENT in violation of article 15.1 hereof, or (iii) LICENSEE is determined by a final judgment of a judicial proceeding from which no appeal can be or is taken to have acted outside the scope of the license(s) granted under this AGREEMENT and thus violates one or more of the PATENT RIGHTS.
(a) Upon termination of this AGREEMENT, for whatever reason, LICENSEE will immediately cease to use any and all (intellectual) property owned or controlled by KREATECH and will return all materials owned by KREATECH. No termination of this AGREEMENT shall promptly relieve the Parties of their confidentiality and secrecy obligations pursuant to this AGREEMENT and all other obligations that from their nature are destined to survive termination of this AGREEMENT.
(b) Upon termination of this AGREEMENT, with the exception of termination for the reason as set forth in article 10.3 under (ii) above, LICENSEE is entitled to sell off its stock of LICENSED PRODUCTS, provided that LICENSEE will pay Us for all Services provided and Fees and expenses to KREATECH any payments due KREATECH up to the date of termination; .
10.5 This Agreement may be terminated by LICENSEE for any reason or for no reason by giving one hundred and twenty (iii120) neither party days written notice to KREATECH. In this event LICENSEE shall have comply with all its financial obligations to KREATECH within a period of twelve (12) months after termination of this Agreement, and LICENSEE is not entitled to receive refund of any further right or obligation with respect payments made under the Agreement. ULS™ Supply and Marketing License Agreement Kreatech - Immunicon V2.0 Page 17 of 42 KREATECH: _________ LICENSEE: _________
10.6 Subject to the provisions of this the section 10.6, the portion of this Agreement, solely as it relates to PATENT RIGHTS/THIRD PARTY, may be terminated by KREATECH at any and all times without any obligation to pay for damages or any other except form of compensation, by giving written notice to LICENSEE, solely in the event of termination of the [**************], for whatever reason. KREATECH shall use its best efforts to maintain the [**************] in full force and effect during the term of this Agreement. KREATECH shall indemnify and hold harmless LICENSEE from and against any judicially enforceable claims, damages and any economic loss resulting from any third party legal action against LICENSEE from any failure by KREATECH to maintain the [************] and the licenses granted thereunder in full force and effect during the term of this Agreement. In the event that the [***************] is terminated, KREATECH shall immediately inform LICENSEE of that fact and will use its best efforts to find an equivalently performing [***] to that which is the subject matter of the [**********], to be supplied to LICENSEE with materially equivalent rights as set out forth in this Section and Agreement, at no cost to LICENSEE. Additionally KREATECH shall maintain in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement its inventory sufficient [*********] to supply LICENSEES needs for 18 months based on LICENSEE’s forecast .
Appears in 2 contracts
Sources: Supply and Marketing License Agreement, Supply and Marketing License Agreement (Immunicon Corp)
Term and Termination. 9.1 Each Order for Services 15.1 Subject to Clauses 15.2 to 15.55, this Licence shall take effect on commence upon the Order date Start Date of the Order, and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedshall continue, unless terminated sooner earlier in accordance with these Termsthis Clause 15, until the expiry of the Subscription Period.
9.2 Unless otherwise stated in an Order15.2 The Institution shall have the right to terminate this Licence during the Subscription Period, each Order for Services may be terminated for convenience by either Party by providing thirty giving not less than 60 (30sixty) days’ prior written notice to the Publisher, such notice to expire on at the end of the relevant Subscription Year.
15.3 Without affecting any other right or remedy available to it, either party may terminate this Licence with immediate effect by giving written notice to the other Party.party if:
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to 15.3.1 the other at any time with immediate effect upon written notice if the other party:
a. is in material breach of any of party becomes insolvent, admits insolvency or a general inability to pay its obligations under the Agreement or an Order anddebts as they become due, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has appointed a receiver or administrative receiver appointed over it or over any part of its undertaking or assets; , passes a resolution for winding-up) winding up other than a bona fide plan of solvent amalgamation or reconstruction, files a court of competent jurisdiction makes petition for protection under any applicable bankruptcy code, or has filed against it or becomes subject to an insolvency petition in bankruptcy or an order to that effect;
15.3.2 the other party commits a material or persistent breach of any term of this Licence which breach is irremediable or, if such breach is remediable, fails to remedy that breach within a period of sixty (60) days after being notified in writing to do so.
15.4 Without affecting any other right or remedy available to it, the Institution may terminate this Licence with immediate effect by giving written notice to the Publisher if the Publisher:
15.4.1 has committed a breach of Clause 5 and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so; becomes subject or
15.4.2 is no longer entitled to make the Licensed Material available for access and Permitted Use by the Institution and Authorised Users.
15.5 Without affecting any other right or remedy available to it, the Publisher may terminate this Licence with immediate effect by giving written notice to the Institution if the Institution:
15.5.1 fails to pay any undisputed amount due under this Licence on the due date for payment and remains in default for not less than sixty (60) days after being notified in writing to make such payment;
15.5.2 wilfully and repeatedly infringes, or wilfully permits Authorised Users repeatedly to infringe, the copyright in the Licensed Material; or
15.5.3 has committed a breach of Clause 4 (Restrictions) or Clause 8.1 (Responsibility of Institution) and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so.
15.6 For the avoidance of doubt the Institution shall not be deemed to be in breach of this Licence on the grounds that an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject act of an Authorised User, if carried out by the Institution, would have been a breach of this Licence, without prejudice to any analogous event or proceeding in any express obligations applicable jurisdiction.
9.4 In to the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order Institution under this AgreementLicence.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .
Appears in 2 contracts
Sources: Journals Licence Agreement, Journals Licence Agreement
Term and Termination. 9.1 Each Order 1. The Term of this Agreement shall commence upon the Effective Time and shall extend, without interruption except to the extent otherwise expressly provided in this Agreement, to and including a date that is ten (10) years from the Effective Time. Thereafter the Agreement shall automatically renew for Services consecutive ten (10) year periods, unless terminated by written notice by either party to the other not less than sixty (60) days prior to the termination of the original term hereof or any extension hereof.
2. Notwithstanding anything herein to the contrary, if Camping World or CWI, on the one hand, or Insurer, on the other hand, fails to perform any of its obligations under this Agreement and such breach is material, the other party may deliver a written notice (a "Notice of Breach") describing such violation or nonperformance in reasonable detail. The breaching party shall have thirty (30) days in which to cure the violation or non-performance described in the Notice of Breach; and if such party does not cure such violation or non-performance as aforesaid, the party delivering the Notice of Breach may terminate this Agreement upon a further thirty (30) days' written notice to the other party which termination shall take effect on the Order date 30 day after delivery of such second notice. For the avoidance of doubt, (and remain in effect until addition to or in place of delivery of notice of such termination), the non-breaching party may pursue at law or at equity any agreed end date specified in other rights or remedies (including specific performance) for any failure by the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsother party to perform any of its obligations hereunder.
9.2 Unless otherwise stated 3. Notwithstanding anything herein to the contrary, if Camping World or CWI reasonably determines that Insurer is performing its duties hereunder in an Ordera manner that has a material adverse effect on the business or goodwill of Camping World or CWI or any of their subsidiaries, each Order for Services or if Insurer reasonably determines that Camping World or CWI is performing its duties in a manner that has a material adverse effect on the business or goodwill of Insurer, Camping World or Insurer, as the case may be terminated for convenience by either Party by providing be, may deliver a written notice (a "Notice of Injury") describing the acts and adverse effects in reasonable detail. The party receiving the Notice of Injury shall have thirty (30) days’ prior days in which to change the manner in which it performs such duties so as to eliminate the material adverse effect. If the party receiving any such Notice of Injury fails to make changes to eliminate such defect, the party delivering the Notice of Injury may terminate this Agreement upon thirty (30) days written notice to the other Partyparty.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .
Appears in 2 contracts
Sources: Service Agreements (Camping Realty, Inc.), Service Agreements (Affinity Group Holding, Inc.)
Term and Termination. 9.1 Each Order 16.1. This Agreement shall become effective upon its signing by both parties and shall be in force for Services shall take effect on a period of three (3) years subject to the Order date fulfillment by the Reseller of any and remain all of its obligations hereunder and subject to Sections 3.3 and 5.2 above, unless sooner terminated as provided below or in effect until any agreed end date specified Section 3.3(ii) above.
16.2. Notwithstanding the aforesaid if either party hereto commits: (i) a material breach of this Agreement or defaults in the Order performance of any material obligation, and such default or until all Services under breach is not corrected within 14 (fourteen) days after the same has been called to the attention of the defaulting party by a written notice from the other party; or (ii) a non-material breach of this Agreement or defaults in the performance of any other obligation, and such Order have default or breach is not corrected within 30 (thirty) days after the same has been providedcalled to the attention of the defaulting party by a written notice from the other party - then the non-defaulting party, unless terminated sooner in accordance with these Terms.
9.2 Unless otherwise stated in an Orderat its option, each Order for Services may be terminated for convenience thereupon terminate this Agreement by either Party by providing thirty (30) days’ prior submitting a written notice to the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitledparty. In the event of an exclusive distribution agreement, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if Company shall have the other party:
a. is in material breach of any of its obligations under the Agreement or an Order andright, in the case event of any such breach, in addition to and without derogating from its rights set forth above, to turn this Agreement into a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice non-exclusive distribution agreement. Without derogating from the generality of the breach; orforegoing provisions, a delay by the Reseller of more than 5 (five) working days in paying any amount due pursuant to Section 6 hereof shall be considered a material breach hereof.
b. voluntarily 16.3. Notwithstanding the aforesaid, if the Reseller files a petition under for bankruptcy or insolvency is adjudicated bankrupt, or a petition for bankruptcy is filed against it or it becomes insolvent or unable to fulfill its obligations hereunder, or makes an assignment for the benefit of creditors or any arrangement pursuant to any bankruptcy law; has , or discontinues its business, if a receiver or administrative receiver is appointed over to it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding and in any applicable jurisdictionevent of change of control in the Reseller, the Company shall have the right to immediately terminate this Agreement. The Reseller shall immediately advise the Company, in writing, upon the occurrence of such event.
9.4 In 16.4. Notwithstanding the aforesaid, in the event We terminate an Order pursuant to Section 9.3 of a merger and/or acquisition transaction in which the Company is purchased by a third party or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation other case of change of control in the form Company while this Agreement is still in force, the Company shall make efforts to continue working with the Reseller for the term remaining under Section 1 above; however, should the purchaser of allotments/contingentsthe Company or of a controlling stake thereof refuse to continue using the services of the Reseller hereunder for any reason whatsoever, this Agreement shall terminate upon the later to occur between – (i) elapse of one year as of the Appointment Date; (ii) the actual purchase or change of control in the Company as aforesaid.
16.5. For avoidance of doubt, no right of termination under any provision of this Agreement shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination exclusive of any Order shall have no effect on any other Order under remedies or means of redress to which the party terminating this AgreementAgreement may be lawfully entitled.
9.6 On 16.6. For the removal of any doubt, upon the expiration or termination of an Order or this Agreement for any reason: (i) each party cause or reason whatsoever, the Company shall immediately return be free to directly contact and engage in business with any person or entity in the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of terminationTerritory; and (iii) neither party the Reseller shall have not be entitled to any further right compensation, remuneration, royalties, broker fees or obligation any other payment whatsoever from the Company with respect to the other except as aforesaid or otherwise with respect to any alleged loss of anticipated income or profit. The Reseller agrees and declares that any investments and expenses made by it with regard to the market development have been taken into consideration in agreeing on the terms set out forth in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Agreement.
Appears in 2 contracts
Sources: Distribution Agreement (Integrity Applications, Inc.), Distribution Agreement (Integrity Applications, Inc.)
Term and Termination. 9.1 Each Order for Services 19.1 This Agreement shall take effect commence on the Order date Commencement Date and remain in effect until any agreed end date specified in shall, subject to Clause 19.2 below, continue for the Order or until all Services under such Order have been provided, unless terminated sooner Minimum Agreement Period and thereafter in accordance with these TermsClause 19.3 below.
9.2 Unless otherwise stated 19.2 Where you accept any new Order Form after the Commencement Date in an Orderaccordance with Clause 3.2 above both You and Bluecoat agree that this Agreement (and any prior Order Form accepted by You under this Agreement) shall terminate with immediate effect and shall be replaced by a new Agreement as described in the most recent Order Form.
19.3 At the end of the Minimum Agreement Period and any Extended Period(s) that follow, each Order this Agreement shall automatically renew and, subject to Clauses 3.5 and 12.3 above extend for Services may be terminated for convenience by a (further) Extended Period unless either Party by providing thirty party has served a Notice of Termination of this Agreement on the other side, in which case the Term shall terminate on the later of (30i) days’ prior written notice the end of the Minimum Agreement Period and (ii) the date 12 months after the date on which the Notice of Termination was served.
19.4 In addition to the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitledprovisions for termination as herein provided, either party may terminate an Order or this Agreement without liability by notice In Writing to the other at terminate this Agreement if any time with immediate effect upon written notice of the following events shall occur:
19.4.1 if the other party:
a. party is in material breach of any term, condition or provision of its obligations under the this Agreement or an Order and, in required by the case of a breach which is capable of remedy, applicable law and fails to remedy such breach (if capable of remedy) within 30 days of having received written notice of such breach from the party not in breach;
19.4.2 if the other party, being a body corporate, shall present a petition or have a petition presented by a creditor for its winding up, or shall convene a meeting to pass a resolution for voluntary winding up, or shall enter into any liquidation (other than for the purposes of a bona fide reconstruction or amalgamation); shall call a meeting of its creditors, or shall have a receiver of all or any of its undertakings or assets appointed, or shall be deemed by the relevant statutory provisions under the applicable law to be unable to pay its debts; or
19.4.3 the other party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency ▇▇▇ ▇▇▇▇, or (being a partnership) has any partner to whom any of the foregoing apply; or
19.4.4 the other party (being an individual) is the subject of a bankruptcy petition or order.
19.5 In addition to the provisions for termination as herein provided, Bluecoat may by notice In Writing to You terminate this Agreement if You fail to pay any Fees within a period of thirty (30) days of notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over from it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionbecoming due.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .
Appears in 2 contracts
Term and Termination. 9.1 Each Order 2.1. This Agreement shall commence on September 10, 2001 (the Effective Date) and shall continue for Services a period ending December 31, 2002. Thereafter, the parties in writing may renew it for one (1) year terms upon mutual agreement. Notwithstanding any other provisions of this Agreement, upon a breach of the confidentiality provisions set forth in Article 7, the non-breaching party shall take effect on have the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsright to immediately terminate this Agreement.
9.2 Unless otherwise stated 2.2. Either party immediately upon occurrence of the following events may terminate this Agreement:
2.2.1. The other party suffers a receiver to be appointed in an Order, each Order respect of any of its assets or any resolution is passed or petition presented for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the winding up of the other Party.
9.3 Without prejudice to any other rights party or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:party makes general assignment for the benefit of its creditors or institutes or has instituted against it any proceedings under any law relating to insolvency or the reorganization of the debtors, or
a. 2.2.2. The other party undergoes any material change of ownership, or business focus that may detract from the sales and support of LIGHTNING ROD SOFTWARE TM products.
2.2.3. The other party is in material breach of any material warranty, term, condition, covenant or article of this Agreement, and fails to cure that breach within ninety (90) days after written notice thereof.
2.3. Should this Agreement or any portions thereof expire or are terminated for any reason neither party will be liable to the other because of such expiration or termination for compensation, reimbursement or damages on account of the loss of prospective profits, anticipated sales, goodwill or on account of expenditures, investments, leases or commitments in connection with the business of LIGHTNING ROD SOFTWARE TM and its obligations suppliers or PARTNER, or for any other reason whatsoever flowing from such termination or expiration. Termination or expiration of this Agreement shall not release either party from its liability to pay the other party any fees owing to such other party under the Agreement or an Order and, in the case terms of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On 2.4. Upon termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of this Agreement, at the written request of the disclosing party, the other parties shall return within ten (10) business days all originals and copies of Confidential Information (as defined in Article 7) received from the disclosing party, or shall deliver to the disclosing party within ten (10) business days a certificate signed by an officer of the receiving party certifying the destruction of all such confidential information.
2.5. Termination of this Agreement shall not (save as provided herein) relieve either party of any obligation to pay the other amounts due as a result of transactions occurring prior to termination.
2.6. Upon termination, PARTNER will retain the right to continue the support and maintenance of the existing End User and Reseller installations.
Appears in 2 contracts
Sources: Reseller and Support Agreement, Reseller and Support Agreement (Lightning Rod Software Inc)
Term and Termination. 9.1 Each Order for Services shall take effect 2.1 This Agreement shallenter into force on the Order date Commencement Date and remain shall continue in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsforce for a period of [ TBC ] .
9.2 Unless otherwise stated in an Order2.2 Either Party may, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior upon written notice to the other, terminate the Agreement in the following circumstances:
a) forthwith upon notice in writing , if the other Party shall be unable to pay its debts within the meaning of section 570 of the Companies Act, 2014 or have an examiner or receiver appointed over the whole or any part of its assets or go into liquidation (whether compulsory or voluntary) otherwise than for the purposes of amalgamation or reconstruction or shall make any agreement with its creditors or have any form ofexecution or distress levied uponits assets or cease to carryon business;
b) the expiry of 30 days from the date of service of written notice from one Party specifying a breach by the other Party of a material obligation and requiring that the breach is remedied (if capable of remedy), provided that the breach is not remedied during such period;
c) the expiry of either Party’s Authorisation.
9.3 Without prejudice 2.3 If either Party delays inacting upona breachof this Agreement that delay will not be regarded as a waiver of that breach. If either Party waives a breach of this Agreement that waiver is limited to that particular breach only.
2.4 Notwithstanding any other rights provision of the Agreement, if a Party fails to pay a net balance due in accordance with the terms of the Agreement, the invoicing Party reserves the right forthwith upon notice in writing (such notice to be no less than fourteen days advance notice) to:
a) restrict or remedies suspendthe Service and the non-breaching Party shall be released from its obligationunder this Agreement until any balance due is paid without affecting the non-breaching Party’s right to which We or You may be entitledcontinue to send traffic to the defaulting Party; and/or
b) handle only calls that are billed to its own Customers, either party may retain all revenue, and continue such practice until payment of any outstanding balance due has been paid; and/or
c) terminate an Order or this Agreement without liability or right to compensation for the defaultin g Party.
2.5 Upon the termination of this Agreement each Partyshall refund to the other at any time with immediate effect upon written notice if a fair and equitable proportion of those sums paid to the other party:
a. is Party under this Agreement which are periodic in material breach of any of its obligations under the Agreement or an Order and, in the case of nature and have been paid for a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at period extending beyond the date of termination You have not yet called off all Services
9.5 Termination of in order to balance any Order shall have no effect on any other Order under this Agreementover -payment.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .
Appears in 2 contracts
Sources: Interconnect Agreement, Interconnect Agreement
Term and Termination. 9.1 Each Order for Services 10.1 This Agreement shall take effect commence on the Order date Effective Date and remain shall continue in full force and effect until any agreed end date specified in each country of the Order or until all Services under such Order have been provided, world unless terminated sooner earlier in accordance with these Termsthe provisions of this Clause 10 or Clause 13.
9.2 Unless otherwise stated in an Order, each Order for Services 10.2 Licensee may be terminated for convenience terminate this Agreement by either Party by providing thirty giving sixty (3060) days’ prior written notice in writing to Lonza.
10.3 Either Lonza or Licensee may terminate this Agreement forthwith by notice in writing to the other Party.upon the occurrence of any of the following events:
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice 10.3.1 if the other party:
a. is in material commits a breach of any of its obligations under the this Agreement which is irremediable or an Order and, (in the case of a breach which is capable of remedy, fails to remedy such breach ) shall not have been remedied within thirty (30) days of the receipt by the other of a notice of identifying the breachbreach and requiring its remedy; or
b. voluntarily files 10.3.2 if the other is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a petition reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant Party under bankruptcy this Agreement) or insolvency law; compounds with or convenes a meeting of its creditors or has a receiver or administrative receiver administrator appointed over it all or any part of its assets or takes or suffers any similar action in consequence of a debt, or ceases for any reason to carry on business.
10.4 Without prejudice to any rights that have accrued under this Agreement or any of its assetsrights or remedies, Lonza may terminate this Agreement immediately by giving written notice to Licensee if:
10.4.1 there is a change of control of Licensee (within the meaning of section 1124 of the Corporation Tax Act 2010) [***]; passes a resolution or
10.4.2 the Licensee contests [***].
10.5 Subject to Clause 10.6, if this Agreement expires or is terminated for windingany reason any and all licences and sublicences granted hereunder shall terminate with effect from the date of termination and Licensee shall destroy (or otherwise procure the destruction of) all System Materials, Transfected Cell Lines and Product and all Confidential Information which is provided by Lonza (including all Know-upHow and all System Know-How) forthwith and shall certify such destruction immediately thereafter in writing to Lonza; provided, however, that the Licensee and its Sublicensees shall have the right to sell or a court otherwise dispose of competent jurisdiction makes an order to that effect; becomes all Product then on hand, subject to an administration order; enters into any voluntary arrangement with its creditors; ceases the payment of royalties and the other terms of this Agreement.
10.6 [***]
10.7 Termination for whatever reason or threaten to cease to carry on business; or is subject to any analogous event or proceeding expiration of this Agreement shall not affect the accrued rights of the Parties arising in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form way out of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where this Agreement as at the date of termination You have not yet called off termination. The right to recover damages against the other and all Services
9.5 Termination of any Order provisions which are expressed to survive this Agreement shall have no effect on any other Order under this Agreementremain in full force and effect.
9.6 On 10.8 The terms of Clauses 3, 4.5 to 4.9 (subject always to the consequences of termination in Clause 10.5), 5, 6, 7, 8, 10, 11 and 12 shall survive expiration or termination of an Order or this Agreement for any whatever reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .
Appears in 2 contracts
Sources: Licence Agreement (JATT Acquisition Corp), Licence Agreement (JATT Acquisition Corp)
Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless 10.1 Unless terminated sooner earlier in accordance with these Termsthe provisions of this Clause 10 or Clause 13 or 14, this Agreement shall continue in force in each country of the world, until expiry of the last to expire of a period of fifteen (15) years from the date of First Commercial Sale or until expiry of the last Valid Claim, whichever is later always provided that this Agreement shall terminate before the expiry of the said fifteen (15) year period and after the expiry of the last Valid Claim if Biologics makes publicly available the Materials and the Materials Know-How.
9.2 Unless otherwise stated 10.2 Licensee may terminate this Agreement by giving sixty (60) days notice in an Order, each Order for Services writing to Biologics.
10.3 Either Biologics or Licensee may be terminated for convenience terminate this Agreement forthwith by either Party by providing thirty (30) days’ prior written notice in writing to the other Party.upon the occurrence of any of the following events:
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice 10.3.1 if the other party:
a. is in material commits a breach of any of its obligations under the this Agreement or an Order and, which in the case of a breach which is capable of remedy, fails to remedy such breach shall not have been remedied within thirty sixty (3060) days of the receipt by the other of a notice identifying the breach and requiring its remedy.
10.3.2 if the other is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the breach; or
b. voluntarily files relevant party under this Agreement) or compounds with or convenes a petition under bankruptcy meeting of its creditors or insolvency law; has a receiver or administrative receiver appointed over it all or any part of its assets; passes assets or takes or suffers any similar action in consequence of a resolution debt, or ceases for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease reason to carry on business; .
10.4 If at any time during this Agreement Licensee directly or indirectly opposes or assists any third party to oppose the grant of letters patent or any patent application within any of the Patent Rights or disputes or directly or indirectly assists any third party to dispute the validity of any patent within any of the Patent Rights or any of the claims thereof Biologics shall be entitled at any time thereafter to terminate all or any of the licences granted hereunder forthwith by notice to Licensee.
10.5 If this Agreement is subject terminated for any reason any and all licences granted hereunder shall terminate with effect from the date of termination and Licensee shall destroy all Materials, Cell Lines and Product forthwith and shall certify such destruction immediately thereafter in writing to any analogous event Biologics.
10.6 Termination for whatever reason or proceeding expiration of this Agreement shall not affect the accrued rights of the parties arising in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form way out of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where this Agreement as at the date of termination You have not yet called off termination. The right to recover damages against the other and all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or provisions which are expressed to survive this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information remain if full force and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement effect.
Appears in 2 contracts
Sources: Licence Agreement (Inhibitex Inc), Licence Agreement (Inhibitex Inc)
Term and Termination. 9.1 Each Order for Services 7.1 This Agreement shall take effect on the Order date Effective Date and remain continue in effect until any agreed end date specified force for the Initial Service Term described in the Order or until all Services under such Order have been providedService Detail, unless terminated sooner in accordance with these Termswhich will be calculated from the Billing Commencement Date.
9.2 Unless otherwise stated 7.2 For the avoidance of doubt, any termination by the Customer of its obligation under this Agreement during the Initial Service Term shall, in addition to constituting a material breach of this Agreement, shall entitle MFN to levy an Orderearly termination fee (“Termination Fee”) equal to:
7.2.1 in the event that the Service is terminated prior to the Service Commencement Date, each Order the Customer shall be liable for Services all Call Charges, Usage Charges and NRC; plus three times the Monthly Fee for 3 (three) months; or
7.2.2 in the event that a Service is terminated subsequent to the Service Commencement Date, 100% of the MRC for the remainder of the Initial Service Term.
7.3 Either Party may be terminated for convenience by either Party by providing thirty (30) days’ prior terminate this Agreement:
7.3.1 subject to the provisions of the Service Detail, on at least 30 days written notice to the other Party.
9.3 Without prejudice to any other rights take effect on or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written after expiry of the relevant Initial Service Term;
7.3.2 immediately by notice if if, in relation to the Service, the other party:
a. is in Party has committed a material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is incapable of remedy;
7.3.3 immediately by notice if, in relation to the Service, the other Party has committed a material breach capable of remedy, but which it fails to remedy within ten (10) Business Days of having been notified of such breach within thirty (30) days of notice of the breach; or
b. voluntarily files 7.3.4 immediately by notice if, in relation to the Service, a petition under bankruptcy or insolvency law; Force Majeure Event subsists for a continuous period exceeding three (3) months;
7.3.5 if the other has a receiver or an administrative receiver appointed over it or over any part of its assets; undertaking or assets or passes a resolution for winding-upwinding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect; effect or if the other becomes subject to an administration order; order or enters into any voluntary arrangement with its creditors; creditors or ceases or threaten threatens to cease to carry on business; , or undergoes or is subject to any analogous event acts or proceeding in proceedings under any applicable jurisdictionforeign law, or commences business rescue proceedings.
9.4 In 7.4 If Customer violates clause 8.6.2, MFN may notify the Customer and require it to remedy the violation in the event We terminate of an Order pursuant incident involving a violation of public law or regulation or an imminent threat to Section 9.3 the IP Network, immediately; or You terminate an Order for convenience in all other cases, within forty-eight (48) hours. If the Customer fails to notify MFN that such a remedy has been effected in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .clause
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless 10.1 Unless terminated sooner earlier in accordance with these Termsthe provisions of this Clause 10 or Clause 14, this Agreement shall continue in force in each country of the world, until expiry of the last Valid Claim, or for so long as the System Know-How is identified and remains secret and substantial, whichever is later.
9.2 Unless otherwise stated 10.2 Licensee may terminate this Agreement by giving sixty (60) days notice in an Order, each Order for Services writing to Lonza.
10.3 Either Lonza or Licensee may be terminated for convenience terminate this Agreement forthwith by either Party by providing thirty (30) days’ prior written notice in writing to the other Party.upon the occurrence of any of the following events:
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice 10.3.1 if the other party:
a. is in material commits a breach of any of its obligations under the this Agreement or an Order and, which in the case of a breach which is capable of remedy, fails to remedy such breach shall not have been remedied within thirty (30) days of the receipt by the other of a notice identifying the breach and requiring its remedy.
10.3.2 if the other is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the breach; or
b. voluntarily files relevant party under this Agreement) or compounds with or convenes a petition under bankruptcy meeting of its creditors or insolvency law; has a receiver or administrative receiver appointed over it all or any part of its assets; passes assets or takes or suffers any similar action in consequence of a resolution debt, or ceases for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease reason to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In 10.4 If at any time during this Agreement Licensee knowingly, directly or indirectly, opposes or assists any third party to oppose the event We terminate an Order pursuant grant of letters patent or any patent application within any of the Patent Rights or disputes or knowingly, directly or indirectly, assists any third party to Section 9.3 dispute the validity of any patent within any of the Patent Rights or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in of the form of allotments/contingents) claims thereof Lonza shall be non-refundable entitled at any time thereafter to terminate all or any of the licences granted hereunder forthwith by notice to Licensee.
10.5 If this Agreement is terminated for any reason any and We all licences granted hereunder shall be under no obligation to refund to You any such prepaid Service Fees even where as at terminate with effect from the date of termination You have not yet called off and Licensee shall destroy all Services
9.5 Termination Vectors, Cell Lines forthwith and shall certify such destruction immediately thereafter in writing to Lonza, provided that Licensee shall be entitled to sell of any Order Product in its sole discretion remaining in its possession or control at the time that termination becomes effective, provided that such sales shall have no effect on any other Order under this Agreement.
9.6 On termination be completed within six (6) months of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; expiry or termination of this Agreement and any stocks of Product still remaining shall be destroyed (iii) neither party with an appropriate written certificate of such destruction being immediately sent to Lonza). Licensee shall have any further right or obligation pay Lonza the royalties in respect of such sales in accordance with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Clause 6.
Appears in 2 contracts
Sources: Licensing Agreement (Nexvet Biopharma PLC), Licence Agreement (NEXVET BIOPHARMA LTD)
Term and Termination. 9.1 Each Order for Services 10.1 This Agreement shall take effect commence on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedEffective Date and, unless terminated sooner sooner, in accordance with these Termsthe terms hereof, shall remain in force as long as any PATENT is valid in any part of the LICENSED TERRITORY.
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to 10.2 In the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, event either party may terminate an Order or this Agreement without liability to shall be in default in the other at any time with immediate effect upon written notice if the other party:
a. is in material breach performance of any of its material obligations under hereunder, including but not limited breach of representation or warranty, and if the default has not been remedied within ninety (90) days following the date of receipt of a notice in writing from the other party specifying such default and its claim of right to terminate, the other party may terminate this Agreement by written notice in addition to any other remedies available to it by law or equity
10.3 Either party shall have the right to terminate this Agreement with immediate effect if the other party should enter into liquidation, either voluntary or compulsory, or become insolvent, or enter a corporate reorganization proceedings or if execution be levied on any goods and effects of the other party or the other party should enter into receivership or bankruptcy.
10.4 YORK may voluntarily terminate this Agreement, without cause, at any time on ninety (90) days written notice providing there is no SUBLICENSEE. Termination will take effect immediately at the end of the notice period. If YORK voluntarily terminates within the first three (3) years of the Agreement then YORK covenants that it will not develop, sponsor research or an Order and, market any product in the case LICENSED FIELD for a period of a breach which is capable five (5) years post-termination. In this event, UM and CCMB shall be free to pursue other commercial opportunities related to the ASSETS as they shall solely determine.
10.5 Upon the termination of remedythis Agreement by UM and CCMB under Sections 10.2 or 10.3, fails to remedy such breach within thirty (30or by YORK under Section 10.4,
a) days of notice YORK and its AFFILIATES shall make no further use of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over ASSETS. YORK shall discontinue to use and exploit the ASSETS and shall promptly return all paper, data, drawings, manuals, specifications, descriptions and material of any kind supplied to it or by UM and CCMB hereunder. YORK shall, when transmitting such material, acknowledge in writing that the documentation thus transmitted is complete and that YORK does not retain any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictioncopies thereof.
9.4 In b) UM, CCMB and Inventor shall make no further use of the event We terminate an Order pursuant YORK PATENTS. UM, CCMB and Inventor shall discontinue all use of YORK's INFORMATION and YORK's MATERIAL and shall promptly return all paper, data, drawings, manuals, specifications, descriptions and material of any kind supplied to Section 9.3 it by YORK hereunder. UM, CCMB and Inventor shall, when transmitting such material, acknowledge in writing that the documentation thus transmitted is complete and that UM, CCMB and Inventor do not retain any copies thereof.
10.6 This Article 10 and the following rights and obligations shall survive any termination of this Agreement to the degree necessary to permit the fulfillment or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form discharge by each party of allotments/contingentstheir rights and obligations noted below;
a) shall be non-refundable and We shall be under no YORK's obligation to refund supply a final report as specified in Article 7.2 of this Agreement.
b) UM's right to You any such prepaid Service Fees even where as receive or recover and YORK's obligation to pay amounts accrued at the date of termination You have not yet called off all Services
9.5 Termination under Article 4 of any Order shall have no effect on any other Order under this Agreement.
9.6 On c) YORK's obligation to maintain records and make them available under Section 11.1 of this Agreement.
d) The representations, warranties and indemnities under Article 9 of this Agreement.
10.7 The obligations of confidentiality as provided in this Agreement will survive termination of an Order or this Agreement for any reason: a period of five (i5) each party shall immediately return years post termination, except where termination occurs due to default by York under Section 10.2 or the other all papersliquidation, materials, Confidential Information insolvency or corporate reorganization or enter into receivership or bankruptcy as described in Section 10.3 above in which case UM and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party CCMB shall have any no further right or obligation with respect obligations to the other except as set out in this Section YORK, including those under Article 5.
10.8 Notice of termination shall be effectively served on YORK only when written notice of termination is received from both UM and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement CCMB.
Appears in 2 contracts
Sources: Collaboration Agreement (Ym Biosciences Inc), Collaboration Agreement (Ym Biosciences Inc)
Term and Termination. 9.1 Each Order for Services 14.1 The Agreement shall take effect on the Order date continue (and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner subject to earlier termination in accordance with these Termsthe Agreement) until expiry as set out at the front of this Agreement.
9.2 Unless otherwise stated in an Order14.2 Either Party may, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party.
9.3 Without without prejudice to any its other rights or remedies to which We or You may be entitledremedies, either party may terminate an Order or this the Agreement with immediate effect without incurring any liability to the other Party by giving notice in writing to the other Party at any time with immediate effect upon written notice time:
(a) if the other party:
a. is in Party commits a material breach of any of its obligations under the Agreement or an Order and, in the case of a and (if such breach which is capable of remedy, ) fails to remedy such the breach within thirty (30) 14 days of notice of after receiving the breachnon-defaulting Party's request in writing to do so; or
b. voluntarily files a petition under bankruptcy (b) if the other Party suffers any event or proceeding in respect of its insolvency law; has a receiver or administrative receiver appointed over it any similar state of affairs.
14.3 The Company may, without prejudice to its other rights or remedies, terminate the Agreement with immediate effect without any incurring any liability to the Supplier by giving notice in writing to the Supplier at any time:
(a) if the Supplier or any of its assetsofficers, employees or agents commits any act of bribery described in the Bribery Act 2010; passes a resolution for winding-upor
(b) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into commits any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding money laundering offences listed in any applicable jurisdictionthe Public Contract Regulations 2015.
9.4 In 14.4 Following termination of the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience Agreement:
(a) the Company’s sole liability in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in respect of the form of allotments/contingents) Supplies shall be non-refundable to pay to the Supplier a fair and We shall be under no obligation reasonable Fee for all Supplies provided to refund to You any such prepaid Service Fees even where as at the satisfaction of the Company before the date of termination You have not yet called off termination, provided that the Supplier submits a valid invoice for such Fees within 60 days after such date; and
(b) the Supplier shall deliver up to the Company, or otherwise dispose of at the Company’s direction, all ServicesConfidential Information of the Company in the possession or under the control of the Supplier, any Connected Person, or its or their Personnel.
9.5 14.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party whatever reason shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up not affect either Party’s rights or remedies that have accrued prior to the date of termination; and (iii) neither party shall have any further right .
14.6 On the expiry or obligation with respect to the other except as set out in this Section and in such Sections termination of the Agreement which by their nature would continue beyond for any reason whatsoever:
(a) subject to Clause 14.4, the termination, cancellation or expiration relationship of the Agreement Parties shall cease save as (and to the extent) provide for in this Clause 14.6; and
(b) the provisions of Clauses 6 (Quality of Supplies and Approvals), 8 (Remedies of the Company), 9 (Intellectual Property) 10 (Liability), 11 (Indemnity), 13 (Data Protection), 16 (Taxation), 16 (Confidentiality), 18 (Freedom of Information and Transparency), 23 (Notices) and 24 (Governing Law and Jurisdiction) and any provision which expressly or by implication is intended to come into or remain in force on or after termination will continue in force and effect.
Appears in 2 contracts
Sources: Supply of Goods & Services Agreement, Supply of Goods & Services Agreement
Term and Termination. 9.1 Each Order for Services shall take effect (13.1) This agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Order date Commencement Date and remain in effect shall continue for the Subscription Term and, thereafter, this agreement shall continue until any either party provides the other party with one (1) month written notice of termination, unless otherwise agreed end date specified in the Order Form:
(13.2) Without affecting any other right or until all Services under such Order have been providedremedy available to it, unless terminated sooner in accordance either party may terminate this agreement with these Terms.
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.party if:
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to (a) the other at party fails to pay any time with immediate effect upon written notice if amount due under this agreement on the due date for payment and remains in default not less than 10 days after being notified in writing to make such payment;
(b) the other party:
a. is in party commits a material breach of any other term of its obligations under the Agreement this agreement which breach is irremediable or an Order and, in the case of a (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty a period of 20 days after being notified in writing to do so;
(30c) days the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;
(d) the other party commences negotiations with all or any class of its 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 breachother 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 person becomes entitled to appoint a receiver over the assets of the other party or 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 the other party’s assets and such attachment or process is not discharged within 14 days;
(j) 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 any of the events mentioned in clause 13.2(c) to clause 13.2(i) (inclusive);
(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
b. voluntarily files a petition under bankruptcy (l) any warranty given by Avari Solutions Ltd in clause 6.4 of this agreement is found to be untrue or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionmisleading.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents13.3) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement agreement for any reason: :
(ia) all licences granted under this agreement shall immediately terminate;
(b) each party shall immediately return make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other all papers, materials, Confidential Information and other properties party;
(c) Avari Solutions Ltd may in its discretion destroy or otherwise dispose of any of the other held by it Customer Data in connection with the performance its possession.
(d) any rights, remedies, obligations or liabilities of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due parties that have accrued up to the date of termination; and (iii) neither party shall have , including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in this Section and in such Sections breach of the Agreement agreement which by their nature would continue beyond existed at or before the termination, cancellation date of termination shall not be affected or expiration of the Agreement prejudiced.
Appears in 2 contracts
Sources: Software as a Service Agreement, Software as a Service Agreement
Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date 2.1.1 The initial term of this Agreement is as specified in the Order Estimate / Invoice and commences from the date of this Agreement or until all Services under such Order have been provided, commencement of service delivery and the term shall automatically renew in annual increments thereafter unless terminated sooner by either party in accordance with these Termsthis Agreement.
9.2 Unless otherwise stated 2.1.2 Except as provided in an Orderclause 6.2.3 regarding Support Services, each Order either party may terminate the Agreement after its initial term for Services may be terminated for convenience any reason by either Party by providing giving thirty (30) days’ prior days written notice to the other Partyparty.
9.3 Without prejudice 2.1.3 Either party shall be entitled to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
a. ceases to exist, becomes insolvent or bankrupt or being a company is in wound up or is deemed unable to pay its debts or has a receiver appointed over any part of its assets, or if the other party commits a material breach of any of its obligations under the this Agreement or an Order and, in the case of a breach which is capable of remedy, and fails to remedy such breach within thirty (30) days of after having been given written notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictiondo so.
9.4 In 2.1.4 Where the event We terminate an Order pursuant Agreement is breached by SyncEzy, this Agreement may be terminated forthwith by the Customer giving written notice to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this AgreementSyncEzy.
9.6 2.1.5 On termination of an Order or this Agreement for any reason: (i) each party Hosted Service, Customer shall immediately cease to use the Hosted Service and SyncEzy shall promptly return to the other all papersCustomer any documents, materials, Confidential Information data and other properties information created and used for the purposes of this Agreement. Customer will be required to advise SyncEzy on the other held by it in connection with alternate service arrangement and facilitate handover of IP and data. SyncEzy shall be entitled to Charge its reasonable costs for the performance provision of the Services; (ii) You shall promptly pay Us this Service.
2.1.6 Customer will be liable for all Services provided and Fees and expenses due Charges up to the date of termination; and . Such Charges shall be due on the terms as stated in the invoice.
2.1.7 The termination of this Agreement, any part of it, or of the provision of the Service (iiihowsoever occasioned) neither party shall have not affect:
a) Any accrued rights, obligations or liabilities of either party;
b) The coming into force or the continuance in force of any further right provision hereof which is implied or obligation with respect expressly intended to come into force or continue in force on or after such termination.
2.1.8 Without prejudice to any rights or remedies to the other except as set out in injured party under this Section Agreement the termination (howsoever occasioned) shall cause the cancellation of licenses for any and in such Sections all Software Product supplied hereunder.
2.1.9 The effect of the notice of cancellation of the license for a Software Product supplied hereunder is that the Customer must immediately cease use of the Software Product and any Documentation relating to the Software Product to SyncEzy, take all such steps to destroy any copies of the Software Product under the control of the Customer, have all Software Product removed from all computers operated by or controlled by the Customer, and procure that a director of the Customer warrant in writing to SyncEzy that these provisions have been adhered to.
2.1.10 If this Agreement is terminated for any reason then clauses 1.6 Appropriate Law, 1.9 Personnel, 1.13 Confidentiality, 3.5 Copyright and Intellectual Property Rights shall continue to have effect as shall any other provision which by their nature would or implication were intended to come into or continue beyond the in force on or after such termination, cancellation or expiration of the Agreement .
Appears in 2 contracts
Sources: General Terms and Conditions, General Terms and Conditions
Term and Termination. 9.1 Each Order for Services 6.1 This Agreement shall take effect commence on the Order date Effective Date and remain shall continue to be in effect until the expiration of the Term of any agreed end applicable Order Form (or until all Services have been provided, if later) unless otherwise terminated as provided in this section.
6.2 Each Subscription purchased under an Order Form shall commence on the date specified in the Order or until all Services under such Form and shall continue for the Initial Subscription Term (also referred to as “Initial Term”) set out in the Order have been providedForm. Thereafter, unless terminated sooner stated otherwise in the applicable Order Form, the Subscription shall automatically renew for successive periods of twelve (12) months (or such other period as specified in the applicable Order Form) (each a “Renewal Term” and collectively the “Term”), unless either Party terminates with not less than three (3) months’ written notice prior to the end of the Initial Subscription Term or relevant Renewal Term or otherwise terminates in accordance with these Termsthe provisions of this section. At the end of the Term, Customer’s access and use of the Services shall automatically terminate.
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party.
9.3 6.3 Without prejudice to any other rights or remedies to which We or You the Parties may be entitled, either party Party may terminate an Order or this Agreement or an applicable Order Form without liability to the other at any time with immediate effect upon written notice if the other partyParty:
a. 6.3.1 is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of following notice of the breach; or
b. voluntarily files 6.3.2 files, or has filed against it, a petition under of bankruptcy or insolvency lawinsolvency, and the petition is not vacated within sixty (60) days being filed; has or shall have a receiver or administrative receiver appointed over it or any of its assets; passes or shall pass a resolution for winding-up) up or a court dissolution of competent jurisdiction makes the business affairs of an order to that effectentity; becomes or if the other Party shall become subject to an administration order; enters order or shall enter into any voluntary arrangement with its creditors; ceases creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In 6.4 On termination or expiration of this Agreement or an applicable Order Form for any reason, (i) Customer’s rights of use granted under this Agreement (or under the event We terminate an applicable Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation Form in the form case of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an individual Order or this Agreement for any reason: (iForm only) each party shall immediately return to terminate and Customer shall immediately cease the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance use of the Services; (ii) You Customer shall promptly pay Us for all Services provided and Fees and expenses fees due up or to become due through the effective date of termination in respect of the Services that are subject to termination; and (iii) neither party Provider shall have refund on a pro-rata basis any further right or obligation with respect fees paid by Customer in advance for the Services that are subject to termination for any period following the other except as set out in this Section and in such Sections effective date of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Term and Termination. 9.1 Each Order for Services 13.1 This Agreement shall take effect on the Order date and remain in effect until any agreed end date specified force from the Commencement Date will automatically renew for an additional 12months (“Renewal Term”), in the Order or until all Services under such Order have been providedabsence of written notice of cancellation by either Party, unless terminated sooner in accordance received by the other Party with these Termsat least 90 days prior written notice.
9.2 Unless otherwise stated in an Order13.2 Either party may terminate the Agreement, each Order for Services may be terminated for convenience without prejudice to its other rights and remedies, with immediate effect by either Party by providing thirty (30) days’ prior written notice to the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
a. is in material i. commits a breach of any of its obligations under the this Agreement or an Order and, and in the case of a breach which is capable of remedyremediable breach, fails to remedy such breach it within thirty (30) 30 days of the date of receipt of notice from the other specifying the breach and requiring it to be remedied;
ii. becomes insolvent or unable to pay its debts, proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets; if any petition shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction), or dissolution; if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, if it ceases to carry on business or if it claims the benefit of any statutory moratorium or there occurs in relation to that party, any event which is analogous to any of the breachevents referred to in this clause 10.2 in any part of the world
iii. being a sole trader, dies or a bankruptcy petition is presented, or there occurs in relation to that party any event which is analogous to such a bankruptcy event in any part of the world; or
b. voluntarily files 13.3 Supplier may terminate this Agreement, without prejudice to its other rights and remedies, with immediate effect by written notice to the Agent if the Agent undergoes a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any change of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictioncontrol.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of 13.4 The termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would is without prejudice to any obligation of either party expressed to continue beyond after termination.
13.5 This Agreement, including any Annxes hereto, was drawn up in English in two counterparts of equal legal effect, one for each Party. Any documents, required for the terminationexecution hereof (including invoices, cancellation or expiration of the Agreement statements, claims etc.), shall be drawn up in English.
Appears in 2 contracts
Sources: Sales Agreement, Sales Agreement
Term and Termination. 9.1 Each Order for Services 18.1 This Agreement shall take effect come into force on the Order Commencement Date and, subject to premature termination as specified herein, shall expire on the latest of the following dates:-
18.1.1 (if no Option Licence has been granted to Licensee) the date and remain in effect until of expiry of the Initial Term, or
18.1.2 (if any agreed end date specified in the Order or until all Services under such Order Option Licences have been provided, unless terminated sooner in accordance with these Termsgranted to Licensee) the date of expiry of the Option Licence Term of the last Option Licence to have been granted to Licensee.
9.2 Unless otherwise stated in an Order, each Order for Services may 18.2 Each party shall be terminated for convenience entitled to terminate the Agreement summarily by either Party by providing thirty (30) days’ prior written the service of notice to on the other Party.if:-
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to 18.2.1 the other at commits any time with immediate effect upon written notice if the other party:
a. is in material breach of any of its obligations under the Agreement or an Order warranties hereunder and, in the case of a breach which is capable of remedy, fails has failed to remedy such breach the same within thirty 30 (30thirty) days after the service on it by the first-mentioned party of notice particularising the breach and requiring its remedy and containing a warning of the breachsuch party's intention to terminate; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; 18.2.2 the other becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionInsolvent.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) 18.3 Licensee shall be non-refundable and We entitled to terminate the Agreement summarily by the service of notice on Licensor if Licensor undergoes or announces its intention to undergo any change of Control which results in a majority of the ordinary voting shares in Licensor being transferred to a person who is a publisher of interactive entertainment software.
18.4 For the purpose of this Clause 18 a breach shall be under no considered capable of remedy if the party in breach can perform the obligation in question in all respects other than as to refund to You any such prepaid Service Fees even where as at the date time of termination You have performance (provided that time of performance is not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with essence). For the avoidance of doubt the dates for the performance of the Services; (ii) You obligations of Licensee and Grantor under the Agreement shall promptly pay Us for all Services provided and Fees and expenses due up not be of the essence unless agreed in writing to the date of termination; and (iii) neither party contrary between the parties.
18.5 The rights to terminate the Agreement given by this Clause 18 shall have be without prejudice to any further other right or obligation with remedy of either party in respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation breach concerned (if any) or expiration of the Agreement any other breach.
Appears in 1 contract
Sources: Licence and Option Agreement (Bam Entertainment Inc)
Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided10.1 This Agreement shall, unless otherwise terminated sooner in accordance with these Termsclause 10, come into force on the Effective Date and shall continue for the Initial Term and thereafter this Agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Term) unless:
(a) either party notifies the other party of termination, in writing, at least 3 months prior to the expiry of the Initial Term or any Renewal Term, in which case this Agreement will terminate on the expiry of the Initial Term or Renewal Term during which the notice expires; or
(b) otherwise terminated in accordance with the terms of this Agreement.
9.2 Unless otherwise stated in an Order, each Order for Services 10.2 Either party may be terminated for convenience by either Party by providing thirty (30) days’ prior terminate this Agreement at any time on written notice to the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
a. (a) is in material or persistent breach of any of its obligations under the terms of this Agreement or an Order and, in the case of a and either that breach which is capable incapable of remedy, or the other party fails to remedy such that breach within thirty (30) 30 days of after receiving written notice of the requiring it to remedy that breach; or
b. voluntarily files (b) is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a petition under bankruptcy resolution for its liquidation, administration, winding-up or insolvency law; dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has a receiver an administrative or administrative receiver other receiver, manager, trustee, liquidator, administrator or similar officer appointed over it all or any substantial part of its assets; passes a resolution for winding-up) , or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into or proposes any voluntary composition or arrangement with its creditors; ceases or threaten to cease to carry on business; creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In 10.3 Causeway may terminate this Agreement at any time on written notice to you if you:
(a) fail to pay any undisputed sum due to Causeway under this Agreement and such sum remains unpaid thirty (30) days after its due date;
(b) shall do or allow to be done any act or omission which may reasonably be considered by ▇▇▇▇▇▇▇▇ to jeopardise any right of Causeway and/or its licensors in the event We terminate an Order pursuant to Section 9.3 Software or You terminate an Order for convenience any part thereof.
10.4 Termination by either party in accordance with Section 9.2 any prepaid Service Fees (the rights contained in whatever form including without limitation in the form of allotments/contingents) clause 10 shall be non-refundable without prejudice to any other rights or remedies of that party accrued prior to termination.
10.5 Upon any termination of this Agreement:
(a) all rights and We licences granted to you by Causeway under this Agreement shall be under immediately cease;
(b) Causeway may destroy or otherwise dispose of any of the Customer Data in its possession unless ▇▇▇▇▇▇▇▇ receives, no obligation to refund later than 10 days after the effective date of the termination of this Agreement, a written request for the delivery to You any of the then most recent back-up of the Customer Data. Causeway shall use reasonable commercial endeavours to deliver the back-up to You within 30 days of its receipt of such prepaid Service Fees even where as a written request, provided that the you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination termination). You have not yet called off shall pay all Servicesreasonable expenses incurred by ▇▇▇▇▇▇▇▇ in returning of Customer Data; and
9.5 Termination of any Order (c) You shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reasonimmediately pay to Causeway: (i) each party shall immediately return any sums due to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the ServicesCauseway under this Agreement; (ii) You shall promptly pay Us for all Services provided as agreed damages, each Subscription Fee which would have fallen due during the remainder of the Initial Term (had the Agreement not been terminated) and Fees and expenses any other charges due up to the date of termination; and (iii) neither party shall have all reasonable expenses and costs incurred by Causeway or its assignee in enforcing its rights in recovering any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which monies it is correctly owed by their nature would continue beyond the termination, cancellation or expiration of the Agreement you.
Appears in 1 contract
Sources: Terms and Conditions
Term and Termination. 9.1 Each Order for Services shall take effect 12.1 This Agreement will commence on the Order date Effective Date and will remain in effect full force until any agreed end either:
12.1.1 The Expiration Date for the Agreement, if specified, is reached and no extension or renewal has been agreed. If there is no such Expiration Date for the Agreement specified, the Agreement will continue for three (3) years from the Effective Date. OR
12.1.2 A Party states it wishes to terminate the Agreement for convenience by providing formal written notification. This notification must be provided in advance of the proposed termination date by a period of time specified by the Notice Period. Furthermore, the proposed termination date must be no earlier than the Earliest Termination Date (if specified). OR
12.1.3 Both Parties formally agree in writing to terminate the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these TermsAgreement.
9.2 Unless otherwise stated in an Order, each Order for Services 12.2 This Agreement may be terminated for convenience by either a Party with immediate effect if:
12.2.1 there is a material breach of this Agreement by providing the other Party where details of the breach have been served in writing to the other Party and such breach has not been remedied within thirty (30) days’ ; or
12.2.2 both Parties formally agree in writing to terminate the Agreement; or
12.2.3 a receiver or administrative receiver or manager is appointed over or in relation to your company, its assets or revenues or any of your directors request such appointment to be made; or
12.2.4 an encumbrancer takes possession of or a distress or execution is levied or enforced upon the whole or any part of your undertaking assets rights or revenues; or
12.2.5 an application is made, or a petition is presented by any person to any court for an administration order in relation to your company; or
12.2.6 Client is (or admits that it is) unable to pay its debts as they fall due or is deemed unable to pay its debts; or
12.2.7 Client becomes insolvent, or any petition is presented by any person and not withdrawn or discharged prior written notice to advertisement, or any order is made by any court, or any meeting is convened, for the other Partypurpose of considering a resolution, or any resolution is passed for your company’s winding up liquidation or dissolution.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or 12.3 On termination of this Agreement without liability to the other at for any time with immediate effect upon written notice if the other partyreason:
a. is 12.3.1 we will continue performance of any outstanding SOW in material accordance with the terms of this Agreement until such time that the applicable SOW has been completed or terminated;
12.3.2 the accrued rights, remedies, obligations and liabilities of each Party upon Termination of this Agreement will not be affected, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination;
12.3.3 Payments immediately due: subject to section "Notification of dispute", all payments due and payable to us under this Agreement will become due immediately on Termination of this Agreement for any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach reason and should be payable within thirty (30) days of notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at from the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreementinvoice.
9.6 On termination of an Order 12.3.4 clauses which expressly or this Agreement for any reason: (i) by implication have effect after Termination will continue in full force and effect; and
12.3.5 each party shall immediately will promptly:
12.3.5.1 return to the other Party all papersequipment, materials, Confidential Information materials and other properties of property belonging to the other held by party that the other Party had supplied to it in connection with the performance provision of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect under this Agreement;
12.3.5.2 return to the other except Party, or delete, destroy, or otherwise make permanently unusable documents and materials (and any copies) containing the other Party’s Confidential Information, retaining only minimal copies for auditing purposes or regulatory purposes or for the enforcement of any such rights as set out this Agreement confers on either Party, which are subject to security provisions that are no less onerous than those conferred on the data by this document; and
12.3.5.3 on request, certify in writing to the other Party that it has complied with the requirements of this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement clause.
Appears in 1 contract
Sources: Master Services Agreement
Term and Termination. 9.1 Each Order (a) The initial term of this Agreement shall be five (5) years (the "Initial Term"). Unless canceled or terminated pursuant to the terms of this Agreement, this Agreement shall be of a continuing nature and shall automatically renew for Services shall take effect on one-year periods after the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these TermsInitial Term.
9.2 Unless otherwise stated in (b) Either party may cancel this Agreement, without cause, by giving the other party not less than one hundred twenty (120) days written notice of cancellation prior to the effective date of termination.
(c) In the event that either party hereto discovers an Orderact of fraud or breach of the Agreement (including material incorporated by reference into this Agreement) by the other party, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior its agents or employees, the non-breaching party shall send written notice to the other Party.
9.3 Without prejudice to any other rights demand that such fraud or remedies to which We or You may breach be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach cured within thirty (30) days of the receipt of such notice. If such fraud or breach is not cured within thirty (30) days after receipt of such notice, the non-breaching party may terminate this Agreement immediately upon delivery of written notice to such effect to the other party.
(d) This Agreement shall terminate immediately in the event that there is no insurance policy in place to underwrite the obligations of Butler under the breach; orService Contracts as required under Section 3(a) ▇▇ ▇▇▇s Agreement.
b. voluntarily files (e) If at any time during the term of this Agreement either party files, or there is filed against it, a petition under bankruptcy in bankruptcy, either party makes an assignment for the benefit of its creditors or takes advantage of any insolvency law; has , or a receiver or administrative receiver trustee is appointed over for it or any of its assets; passes a resolution for winding-up) property or a court it shall be enjoined from carrying on any part of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into its business, the other party at any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject time thereafter shall have the right, in addition to any analogous event or proceeding in other rights and remedies available to it, to terminate this Agreement on ten (10) days written notice to the recipient party or, if it so elects, to deem and treat this Agreement as terminated effective upon the happening of any applicable jurisdiction.
9.4 of the foregoing events by written notice to such party to such effect. In the event We terminate of any termination under this paragraph, neither the recipient party nor any person claiming through or under such party or by virtue of any statute or of an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 order of any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) court shall be non-refundable and We shall be under no obligation entitled to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order rights under this Agreement.
9.6 On (f) Upon termination of an Order or this Agreement for any reason: (i) each party by either party, all obligations hereunder shall immediately return cease; provided, however, that Butler shall continue to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us serve as obligor for all Services provided and Fees and expenses due up Service Contract▇ ▇▇▇▇ed prior to the date of termination; termination and (iii) neither party shall have any further right or obligation with respect to for which Butler received the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement appropriate Obligor Fee.
Appears in 1 contract
Sources: Obligor Agreement (Warrantech Corp)
Term and Termination. 9.1 Each Order for Services shall take effect 14.1 This agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Order date Effective Date and remain shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 1 month (each a Renewal Period), unless:
14.1.1 either party notifies the other party of termination, in effect until writing, at least 30 days before the end of the Initial Subscription Term or any agreed end date specified Renewal Period, in which case this agreement shall terminate upon the Order expiry of the applicable Initial Subscription Term or until all Services under such Order have been provided, unless Renewal Period; or
14.1.2 otherwise terminated sooner in accordance with these Termsthe provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
9.2 Unless otherwise stated 14.2 Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if:
14.2.1 the Customer fails to pay any amount due under this agreement on the due date for payment
14.2.2 the Customer commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 days after being notified in an Orderwriting to do so;
14.2.3 the Customer 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; or
14.2.4 there is a change of control of the other party.
14.3 Without affecting any other right or remedy available to it, each Order for Services either party may be terminated for convenience terminate this agreement with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.party if:
9.3 Without prejudice 14.3.1 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
14.3.2 the other party commences negotiations with all or any class of its 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 rights than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or remedies more other companies or the solvent reconstruction of that other party;
14.3.3 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;
14.3.4 an application is made to which We court, or You may be entitledan order is made, either 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;
14.3.5 the holder of a qualifying floating charge over the assets of that other party may terminate has become entitled to appoint or has appointed an Order administrative receiver;
14.3.6 a person becomes entitled to appoint a receiver over the assets of the other party or this Agreement without liability a receiver is appointed over the assets of the other party;
14.3.7 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 the other party's assets and such attachment or process is not discharged within 14 days;
14.3.8 any event occurs, or proceeding is taken, with respect to the other at party in any time with immediate jurisdiction to which it is subject that has an effect upon written notice if equivalent or similar to any of the events mentioned in clause 14.3.1 to clause 14.3.7 (inclusive); or
14.3.9 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
14.4 On termination of this agreement for any reason:
14.4.1 all licences granted under this agreement shall immediately terminate;
14.4.2 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:;
a. is in material breach 14.4.3 the Supplier may destroy or otherwise dispose of any of the Customer Data in its obligations under possession unless the Agreement or an Order andSupplier receives, in no later than ten days after the case effective date of the termination of this agreement, a breach which is capable written request for the delivery to the Customer of remedy, fails the then most recent archive of the Customer Data. The Supplier shall use reasonable commercial endeavours to remedy such breach deliver the archive to the Customer within thirty (30) 30 days of notice its receipt of such a written request, provided that the breach; or
b. voluntarily files a petition under bankruptcy Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as not due at the date of termination You have not yet called off termination). The Customer shall pay all Servicesreasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
9.5 Termination of 14.4.4 any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order rights, remedies, obligations or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties liabilities of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due parties that have accrued up to the date of termination; and (iii) neither party shall have , including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in this Section and in such Sections breach of the Agreement agreement which by their nature would continue beyond existed at or before the termination, cancellation date of termination shall not be affected or expiration of the Agreement prejudiced.
Appears in 1 contract
Term and Termination. 9.1 Each Order for Services 10.1 This ▇▇▇▇ shall take effect come into force on the Order date and remain in effect until that it is first accepted by or on the behalf of the Licensee and, subject at all times to any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner earlier termination in accordance with these Termsits terms, this ▇▇▇▇ shall remain in force thereafter for as long as any agreement for the provision of logistics and freight management services by Ligentia and/or any member of its corporate group from time to time for the Licensee remains in force.
9.2 Unless otherwise stated in an Order, each Order for Services 10.2 The Licensee may be terminated for convenience terminate this ▇▇▇▇ and its access to and use of the Ligentix Service at any-time with immediate effect by either Party giving written notice to Ligentia.
10.3 Ligentia may terminate this ▇▇▇▇ and the Licensee’s access to and use of the Ligentix Service at any-time without reason by providing thirty giving at least 90 (30ninety) days’ prior days written notice to the other PartyLicensee.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party 10.4 Ligentia may terminate an Order or this Agreement without liability ▇▇▇▇ and the Licensee’s access to and use of the other Ligentix Service at any any-time with immediate effect upon by giving written notice if to the other partyLicensee if:
a. is in 10.4.1 the Licensee commits any material breach of this ▇▇▇▇;
10.4.2 the Licensee becomes bankrupt or goes into liquidation (whether voluntary or compulsory), becomes insolvent, is dissolved, compounds with its creditors or has a receiver, administrative receiver or administrator appointed over the whole or any part of its assets or a petition is presented, or a meeting is convened for the purpose of considering a resolution, for the making of an administrative order, the winding- up, bankruptcy or dissolution of that party or the other party suffers any similar process in any jurisdiction outside of England and Wales; or
10.4.3 ownership or control of the Licensee should be acquired by any Competitor.
10.5 Termination or expiry of this ▇▇▇▇ for whatever reason shall not affect:
10.5.1 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this ▇▇▇▇ which existed at or before the date of termination or expiry; and
10.5.2 the continuing in or coming into force of any provision of this ▇▇▇▇ which, whether expressly or by implication, is to continue in or come into force following expiry or termination.
10.6 On termination or expiry of this ▇▇▇▇ for any reason:
10.6.1 all rights and licences granted to the Licensee under this ▇▇▇▇ shall immediately cease and in particular, the Agreement Licensee shall immediately cease any further access to and use of the Ligentix Service and shall permanently revoke access for each Authorised User;
10.6.2 the Licensee shall immediately and securely destroy or an Order return to Ligentia (at Ligentia’s option) all copies of the Ligentix Service (including of any underlying software or code) then in its possession, custody or control (whether or not authorised under this ▇▇▇▇) and, in the case of destruction, certify to Ligentia via a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice senior officer that it has done so; and
10.6.3 Ligentia may delete or securely destroy any of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In Licensee’s data then held via the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Ligentix Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return notice to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Licensee.
Appears in 1 contract
Sources: End User License Agreement
Term and Termination. 9.1 Each Order for Services 12.1 This Agreement shall take effect on the Order date Execution Date and shall remain in full force and effect thereafter until any agreed end date specified in the Order or until all Services under such Order have been provided, last day of the Effective Term subject to Clause 2.7 unless terminated sooner in accordance with these Terms.
9.2 Unless otherwise stated in an Order, each Order for Services may be earlier pursuant to Clause 12.2 provided that if the Restated JV Contract or the Sub-Licence Agreement of any of the Combined Coil Technology Agreements is terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitledexpiration of its term, either party may terminate an Order or this Agreement without liability to the other at any time shall automatically terminate with immediate effect upon written notice if the other party:
a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at from the date of termination You have not yet called off all Services
9.5 Termination of the Restated JV Contract or the Sub-Licence Agreement of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with Combined Coil Technology Agreements (as the performance case may be), except that termination shall not affect:
(a) The accrued rights and obligations of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to Parties at the date of termination; and
(b) The continued existence and (iii) neither party shall have validity of the rights and obligations of the Parties under those clauses which are expressed to survive termination and any further right provisions of this Agreement necessary for the interpretation or obligation with respect enforcement of this Agreement.
12.2 This Agreement may be terminated:
12.2.1 by any Party giving notice to the other except as set out Parties if another Party has committed a material breach of this Agreement and such breach, if capable of remedy, has not been so remedied within sixty (60) days following receipt of such notice;
12.2.2 by any Party giving notice to the other Parties in this Section the event that an event of Force Majeure continues for a period of twelve (12) consecutive months that causes the Joint Venture Company to cease the production and in such Sections sale of the Licensed Products and the Parties have been unable to find an equitable solution pursuant to Clause 14;
12.2.3 by any Party giving notice to the other Parties if at any time during the term of this Agreement, the government of the PRC or of Canada or any agency thereof should require any material alteration or modification or termination of the contractual rights or obligations of any Party pursuant to this Agreement which has the effect of preventing any Party from performing its contractual obligations or from achieving its business objectives.
12.2.4 by their nature would continue beyond any Party giving notice to the terminationother Parties if another Party becomes bankrupt, cancellation or expiration insolvent, or is the subject of proceedings or arrangements for liquidation or dissolution, or ceases to carry on business, or becomes unable to pay its debts as they become due; or
12.2.5 by the Licensor giving notice to the Licensee and the Joint Venture Company if the aggregate of the interests of the Licensor and any of its Affiliates in the Joint Venture Company is or becomes less than fifty percent (50%) of the registered capital of the Joint Venture Company as a result of any change in or requirement of Chinese law or any act of any Chinese governmental agency or court.
12.3 Either Party electing properly to terminate this Agreement pursuant to Clause 12.2 shall have no liability to the other Party for damages arising solely from the exercise of such right.
12.4 Upon expiration or termination of this Agreement, all amounts then due and unpaid to the Licensor by the Licensee hereunder shall forthwith become due and payable by the Licensee to the Licensor.
12.5 All the Combined Coil Technology and Know-how, including the Line Trap Technology and Know-how and the Technical Documentation (if any has been delivered to the Licensee), recorded in any material form including but not limited to any written records shall be returned by the Licensee to the Licensor forthwith upon the termination of this Agreement. The Licensee agrees on behalf of itself and its employees that no copies of the Combined Coil Technology and Know-how, including the Line Trap Technology and Know-how, in any material form or of the Technical Documentation shall be made or retained upon and after the termination of this Agreement.
Appears in 1 contract
Sources: Line Trap Technology Head Licence Agreement (Trench Electric Bv)
Term and Termination. 9.1 Each Order for Services 10.1 This Agreement shall take effect on be deemed to have come into force upon the Order date beginning of the Contract Period and remain shall continue in effect until any agreed end date specified in for the Order or until all Services under such Order have been provided, full duration of the Contract Period unless sooner terminated sooner in accordance with these Terms.
9.2 Unless otherwise stated in an Orderthe provisions of this Article. The parties hereto may, each Order however, extend the term of this Agreement for Services additional periods as desired under mutually agreeable terms and conditions which the parties reduce to writing and sign. Either party may be terminated for convenience by either Party by providing terminate this agreement upon thirty (30) days’ days prior written notice to the other Partyother.
9.3 Without prejudice 10.2 In the event that either party hereto shall commit any breach of or default in any of the terms or conditions of this Agreement, and also shall fail to remedy such default or breach within fifteen (15) days after receipt of written notice thereof from the other party hereto, the party giving notice may, at its option and in addition to any other rights remedies which it may have at law or remedies to which We or You may be entitledin equity, either party may terminate an Order or this Agreement without liability by sending notice of termination in writing to the other at any time with immediate party to such effect upon written notice if the other party:
a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy and such breach within thirty (30) days of notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) termination shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where effective as at of the date of termination You have not yet called off all Servicesthe receipt of such notice.
9.5 10.3 Termination of this Agreement by either party for any Order reason shall have no effect on any other Order under not affect the rights and obligations of the parties accrued prior to the effective date of termination of this Agreement pursuant to Articles 8 and 9. No termination of this Agreement, however effectuated, shall release the parties hereto from their rights and obligations under Articles 4.3, 5, 6, 10.4, or 12.
9.6 On 10.4 Forthwith upon the termination of an Order or this Agreement for any reason: (i) each party Agreement, the Recipient shall immediately return cease to use the other all papers, materials, Provider's Confidential Information in any manner whatsoever and other properties upon the written request of the other held by it in connection with the performance of the Services; (ii) You Provider shall promptly pay Us for all Services provided and Fees and expenses due forthwith deliver up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections Provider all of the Agreement which by their nature would continue beyond Provider's Confidential Information in the terminationRecipient's possession or control, cancellation together with a certificate certifying that no copies have been made or expiration of the Agreement retained.
Appears in 1 contract
Sources: Collaborative Research Agreement (DBS Holdings Inc)
Term and Termination. 9.1 Each Order for Services shall take effect 6.1 The term of this Agreement begins on the Effective Date of the first Order incorporating this Agreement, or, if executed by the parties, the last date of the signatures on this Agreement (the “Effective Date” (if only one date appears by the signatures, that date shall be the Effective Date)) and remain will continue until terminated as stated in effect until any this section. Except as otherwise agreed end date specified in the Order, (a) each Order will automatically renew for a successive three-year renewal term (“Renewal Term”) unless either party provides written notice of its intent to terminate the Order at least 90 days prior to the end of the then-current term, and (b) the fees in each Renewal Term will be set at Boomi's then-current year over year percentage fee increase.
6.2 This Agreement or an Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms.
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience (a) by mutual written agreement of Boomi and Customer, or (b) by either party for a material breach of this Agreement or an Order by the other party or its Third Party by providing thirty Users (30i) days’ prior written upon 30 days following its receipt of notice of the breach where the breach is reasonably capable of being cured and the breaching party fails to cure to the non-breaching party’s reasonable satisfaction, or (ii) with immediate effect where such breach is not reasonably capable of being cured, or (c) or as otherwise set forth herein. If an Order or Services Order is terminated, such termination will not affect other Partyorders under the Agreement.
9.3 Without 6.3 Upon termination or expiration of this Agreement, an Order or Services Order for any reason, all rights granted to Customer for the applicable Boomi Services or Materials provided under the Professional Services Addendum, if any, will immediately cease and Customer will immediately: (a) cease using such services or Materials, (b) remove all copies, installations and instances of any Software from any device on which the Software was installed, and ensure that all applicable Third Party Users do the same, and (c) pay Boomi all amounts due and payable but not yet paid.
6.4 Any provision of this Agreement that requires or contemplates execution after termination or expiration of this Agreement, an Order or Services Order is enforceable against the other party and their respective successors and assignees notwithstanding such termination or expiration including, without limitation, the Conduct, Payment, Proprietary Rights, Taxes, Termination, Warranty Disclaimer, Infringement Indemnity, Limitation of Liability, Confidential Information and General sections of this Agreement. Termination of this Agreement or a license will be without prejudice to any other rights or remedies to which We or You may be entitled, either that the terminating party may terminate an Order or this Agreement without liability have under law, subject to the other at any time with immediate effect upon written notice if the other party:
a. is limitations and exclusions set forth in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination 6.5 If required by law enforcement or the legal process, or in the event of an Order imminent security risk to Boomi or this Agreement for any reason: (i) each party shall immediately return to the other all papersits customers, materials, Confidential Information and other properties Boomi may suspend Customer’s use of the other held by it in connection with Boomi Services. Boomi will make commercially reasonable efforts under the performance circumstances to provide prior notice of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement suspension.
Appears in 1 contract
Sources: Master Services Agreement
Term and Termination. 9.1 Each Order for Services 14.1 The Term shall take effect commence on the Order date Commencement Date and remain continue in effect until any agreed end date specified in force for the Order or until all Services under such Order have been providedduration of the Term, unless earlier terminated sooner in accordance with these Termsthe provisions of this Clause 14.
9.2 Unless otherwise stated in an Order14.2 Upon the expiry of the Term, each Order the Company shall have the option to extend the Term for Services a further period of two years, on the same terms and conditions as this Agreement, save for pricing and services specifications which shall be mutually agreed between the Parties. Such option may be terminated for convenience exercised by either Party by providing thirty the Company no earlier than three (303) days’ months and no later than one (1) month prior written notice to the other Partyexpiration of the Term.
9.3 Without prejudice 14.3 The Company shall have the right to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written during the Term by giving to the Contractor one (1) month’s prior notice if in writing.
14.4 Notwithstanding anything to the other party:contrary contained herein, each Party (“Non-Defaulting
a. 14.4.1 where the Defaulting Party is the Contractor, the total amount of liquidated damages payable by the Contractor under Clause 10.1.2 amount to or are in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice excess of the breach; orfull amount of the Security Deposit;
b. voluntarily files a petition under bankruptcy 14.4.2 any mortgagee, chargee or insolvency law; has encumbrancer takes possession or a receiver or administrative receiver is appointed over it any part or all of the undertaking or property or assets of the Defaulting Party;
14.4.3 the Defaulting Party makes any of voluntary arrangement with its assets; passes a resolution for winding-up) creditors or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into ;
14.4.4 an order of court is made to wind up the Defaulting Party or to place it under judicial management or a resolution is passed by the members of the Defaulting Party for its winding up or liquidation;
14.4.5 any voluntary arrangement with its creditors; ceases distress or threaten execution is levied or enforced in relation to cease any of the assets of the Defaulting Party;
14.4.6 the Defaulting Party ceases, or threatens to cease, to carry on businessbusiness or becomes insolvent or admits in writing its inability to pay its debts when due;
14.4.7 the Defaulting Party offers, gives or agrees to give, or has offered, given or agreed to give, to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to do, any action in relation to the obtaining or execution of this Agreement;
14.4.8 the Defaulting Party shows or forbears to show favour to any person in relation to any agreement with the Company, or if similar acts shall have been done by any person employed by the Defaulting Party or acting on its behalf (whether with or without the knowledge of the Defaulting Party); or
14.4.9 in relation to any agreement with the Non-Defaulting Party, the Defaulting Party or any person employed by it or acting on its behalf commits any offence under the Penal Code (Chapter 224) or the Prevention of Corruption Act (Chapter 241), or abets or attempts to commit such an offence, or gives any fee or reward the receipt of which is an offence under the Penal Code or the Prevention of Corruption Act.
14.5 Nothing in this Agreement shall prejudice the rights and obligations which have been accrued prior to the expiry or earlier termination of this Agreement or preclude either Party from claiming against the other Party in respect of any loss or damage arising from or incurred as a result of any breach of any of the provisions of this Agreement occurring prior to the expiry or earlier termination of this Agreement. Further, the termination of this Agreement shall not affect the continuing rights and obligations of the Company under any other provision of this Agreement which is expressed to survive termination or which is
14.6 On the expiry or earlier termination of this Agreement, the Contractor shall, unless otherwise expressly directed in writing by the Company’s Supervisor, remove its property that has not been retained by the Company as well as its personnel on the Premises.
14.7 If this Agreement is terminated before the due completion of all the Services, then subject to the Contractor having fulfilled all its obligations under the terms of this Agreement (to the extent that they may be fulfilled) and without prejudice to any analogous event or proceeding in any applicable jurisdiction.
9.4 In sums which are payable by the event We terminate an Order Contractor to the Company pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form term of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement , the Company shall pay the Contractor, on a quantum meruit basis, for any reason: (i) each party shall immediately return all work done in relation to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of such termination; and (iii, PROVIDED THAT the amount of such payment(s) neither party shall have any further right or obligation aggregated with respect all other payment(s) made by the Company to the other except as set out in Contractor pursuant to the terms of this Section and in such Sections Agreement shall not exceed the total of the fees payable under Clause 9.
14.8 The right of termination conferred by this Clause 14 is in addition to and not in derogation of any other right of termination of this Agreement which by their nature would continue beyond the termination, cancellation or expiration conferred under any other provision of the Agreement this Agreement.
Appears in 1 contract
Term and Termination. 9.1 Each Order for Services shall take effect
10.1 The Contract shall, unless otherwise terminated as provided in this clause 10, commence on the Order Effective Date and continue until the date and remain in effect until any agreed end date specified in on which Appvia completes the Order or until all provision of the Services under such Order have been provided, unless terminated sooner in accordance with these Termsthe Specification, whereupon it shall terminate automatically (the “Term”).
9.2 Unless otherwise stated in an Order10.2 Without affecting any other right or remedy available to it, each Order for Services either party may be terminated for convenience terminate the Contract with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:party:
a. is (a) fails to pay any amount due under the Contract 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
(b) commits a material breach of any other term of its obligations under the Agreement Contract where such breach is irremediable or an Order and, in the case of a (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) a period of 30 days of notice of the breachafter being notified in writing to do so; or
b. (c) takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily files or by order of the court, unless for the purpose of a petition under bankruptcy or insolvency law; has solvent restructuring), having a receiver or administrative receiver appointed over it or to any of its assetsassets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; passes a resolution for winding-upor
(d) suspends, or a court of competent jurisdiction makes an order threatens to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; suspend, or ceases or threaten threatens to cease to carry on business; all or a substantial part of its business.
10.3 Expiry or termination of a Contract by either party shall not automatically terminate any other Contract between the parties which is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as outstanding at the date of expiry or termination, and any outstanding Contract shall continue for the relevant Term or until that Contract has been terminated. However, if either party exercises its rights under clause 10.2 in relation to one Contract, it may also at its sole discretion terminate any other Contract between the parties with effect from the same date.
10.4 Without affecting any other right or remedy available to it, Appvia may suspend the supply of Services under the Contract if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or
(b) the Customer becomes subject to any of the events listed in clause 10.2(d), or Appvia reasonably believes that the Customer is about to become subject to any of them; or
(c) Appvia reasonably believes that the Customer is about to become subject to any of the events listed in clause 10.2(c).
10.5 On termination You or expiry of a Contract for any reason:
(a) the Customer shall immediately pay Appvia all Appvia’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Appvia shall submit an invoice, which shall be payable by the Customer within 30 days of the date of such invoice; and
(b) the Customer shall return all of the Appvia Materials and any Deliverables which have not yet called off all Services
9.5 Termination been fully paid for. If the Customer fails to do so, then Appvia may enter the Customer's premises and take possession of any Order them. Until they have been returned, the Customer shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement be solely responsible for their safe keeping and will not use them for any reason: (i) each party shall immediately return to purpose not connected with the other all papers, materials, Confidential Information and other properties Contract.
10.6 Termination or expiry of the other held by it in connection with the performance Contract shall not affect any rights, remedies, obligations or liabilities of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due parties that have accrued up to the date of termination; and (iii) neither party shall have termination or expiry, including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in this Section and in such Sections breach of the Agreement Contract which by their nature would continue beyond existed at or before the termination, cancellation date of termination or expiration expiry.
10.7 Any provision of the Agreement Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
Appears in 1 contract
Sources: Professional Services Agreement
Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless 10.1. Unless earlier terminated sooner in accordance with these Termsthe provisions hereof, this Agreement shall expire on a country-by-country basis upon the expiration of the last-to-expire patent or patent application within the Patents in the applicable country. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.
9.2 Unless otherwise stated 10.2. Either party shall have the right (but not the obligation) to terminate this Agreement and the Licence (if granted) hereunder by serving written notice (effective immediately) on the other (“the party in an Orderbreach”), each Order in any of the following events:
10.2.1. if a petition for Services may bankruptcy or the equivalent under local law shall be filed against the party in breach, or if the party in breach shall make any assignment for the benefit of its creditors, or if a receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official) has been appointed over the property or a substantial portion thereof of the party in breach, or if the party in breach shall seek protection under any laws or regulations, the effect of which is to suspend or impair the rights of any or all of its creditors or to impose a moratorium on such creditors or if the party in breach is wound-up or enters into insolvency or if anything analogous to any of the foregoing mentioned in this clause 10.2.1 under the law of any jurisdiction occurs in relation to the party in breach; or
10.2.2. if the party in breach has committed a material breach hereof and has failed to cure such breach within 60 (sixty) days (or 120 (one hundred and twenty) days in the case of a breach of the Company’s obligations under clause 6.1) after receipt of a written notice from the non-breaching party identifying such breach; In such event, this Agreement and the Licence (if granted) hereunder shall be terminated forthwith upon receipt of notice as aforesaid. Termination of this Agreement shall be without prejudice to the rights and obligations of the parties hereto accruing up to and including the date of such termination.
10.3. Any amount payable hereunder by one of the parties to the other, which has not been paid by its due date of payment, shall bear interest from its due date of payment until the date of actual payment, at the rate of 3% (three percent) per annum in excess of the average LIBOR rate for convenience US Dollar deposits for a period of 3 (three) months prevailing from time to time during the period of arrears.
10.4. Without derogating from clause 10.2 above, Yeda shall have the right (but not the obligation) to terminate this Agreement and the Licence hereunder by either Party serving written notice (effective immediately) on the Company in the event that Biolex fails to comply with its payment obligations under the Master Agreement and fails to cure such breach within 14 (fourteen) days after receipt of a written notice from Yeda identifying such breach, all without, derogating from such payment obligations of Biolex which shall remain in full force and effect.
10.5. The Company shall have the right to terminate this Agreement and the License hereunder at will by providing thirty at least sixty (3060) days’ prior written notice to Yeda. Portions of this Exhibit were omitted and have been filed separately with the other PartySecretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.
9.3 Without prejudice 10.6. Upon termination of this Agreement, other than pursuant to clause 10.1 above, the Company: (i) shall deliver to Yeda all tables, graphs, diagrams, specifications and other documentation or media in the Company’s possession, power or control containing the Yeda Information or any other rights part thereof whether received or remedies generated by the Company pursuant to which We or You may be entitled, either party may terminate an Order or this Agreement without or the Prior Agreement; and (ii) shall not be entitled to exploit any of the Patents or otherwise make any use of the Yeda Information. Such termination shall not relieve the parties of any obligations to make payments thereunder which shall have accrued prior to such termination.
10.7. Subsequent to expiration of this Agreement pursuant to clause 10.1 above, the Company: (i) shall have no liability to Yeda for payment hereunder in respect of the other at any time with immediate effect upon written notice if Licence or the other party:
a. is in material breach of any of its obligations Company’s right to use the Yeda Information as described herein; and (ii) shall have a perpetual, irrevocable, royalty-free licence under the Agreement Yeda Information to research, develop, make, use, sell, offer for sale, import, and otherwise exploit Products; provided, that Company shall continue to keep confidential and secret such Yeda Information pursuant to the surviving terms of this Agreement.
10.8. The following clauses, together with any definitions used therein, shall survive any expiration or an Order andtermination of this Agreement: clauses 7, 9, 10.8, 11, 12, 13, 14, 15, 16 and 17. For the removal of doubt, save only in the case of a breach which is capable termination of remedy, fails to remedy such breach within thirty (30) days of notice of this Agreement by the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order Company pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form clause 10.2 above due to a material breach of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party by Yeda, the payment obligations of Biolex under the Master Agreement shall immediately return to the other all papers, materials, Confidential Information remain in full force and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement effect.
Appears in 1 contract
Sources: Licence Agreement (Biolex, Inc.)
Term and Termination. 9.1 Each Order for Services 11.1 This agreement shall take effect commence on the Order date Effective Date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedshall continue on a rolling Monthly Period, unless otherwise terminated sooner as provided in accordance with these Termsthis clause 11.
9.2 Unless otherwise stated 11.2 On the expiry of the Initial 30 Day Free Trial Period, unless either party has notified the other in an Orderwriting that it wishes to terminate this agreement, it will automatically renew for succeeding Monthly Renewal Periods, unless and until either party terminates it by giving notice in writing to the other to expire at the end of any Renewal Period. In each Order for Services may case the period of notice should be terminated for convenience by either Party by providing thirty at least sixty (3060) days’ prior .
11.3 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other Party.party if:
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to 11.3.1 the other at any time with immediate effect upon written notice if the other party:
a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, party fails to remedy such breach within pay any amount due under this agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment;
11.3.2 the other party commits a material breach of notice any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
11.3.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the breach; orInsolvency ▇▇▇ ▇▇▇▇;
b. voluntarily files 11.3.4 the other party commences negotiations with all or any class of its creditors with a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or view to rescheduling any of its assets; passes debts, or makes a resolution proposal for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary compromise or arrangement with its creditors; ceases creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or threaten more other companies or the solvent reconstruction of that other party;
11.3.5 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 (being a company) 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;
11.3.6 an application is made to cease court, or an order is made, for the appointment of an administrator, or if a notice of intention to carry appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
11.3.7 the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
11.3.8 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
11.3.9 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 business; or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
11.3.10 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 any analogous event of the events mentioned in clause 11.3.3 to clause 11.3.9 (inclusive);
11.3.11 the other party suspends or proceeding in any applicable jurisdictionceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
9.4 In 11.4 On termination of this agreement for any reason:
11.4.1 the event We terminate an Order pursuant licence to Section 9.3 use the Software granted under this agreement shall immediately terminate;
11.4.2 each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party;
11.4.3 the Supplier may destroy or You terminate an Order 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 convenience in accordance with Section 9.2 any prepaid Service Fees 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 charges outstanding at and resulting from termination (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as whether or not due at the date of termination You have not yet called off termination). The Customer shall pay all Servicesreasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
9.5 Termination of 11.4.4 any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order rights, remedies, obligations or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties liabilities of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due parties that have accrued up to the date of termination; and (iii) neither party shall have , including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in this Section and in such Sections breach of the Agreement agreement which by their nature would continue beyond existed at or before the termination, cancellation date of termination shall not be affected or expiration of the Agreement prejudiced.
Appears in 1 contract
Sources: Software Service Agreement
Term and Termination. 9.1 Each Order 1.1 This Agreement will remain In effect for Services shall take effect on a period of one year (the Order date "Initial Term"), and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, thereafter will be automatically renewed for successive one-year renewal terms unless earlier terminated sooner in accordance with these Termsas provided herein.
9.2 Unless otherwise stated in an Order1.2 Notwithstanding the foregoing, each Order for Services the Agreement may be terminated for convenience prior to the expiration of the Agreement as follows:
1.2.1 Either party may terminate this Agreement at any time by either Party by providing written notice to that effect given not less than thirty (30) days’ calendar days prior to the date on which the termination is to become effective:
1.2.2 MetroPCS may terminate this Agreement at any time by written notice to that effect given not less than fifteen (15) calendar days prior to the other Party.date upon which such termination is to become effective, if any of the following occurs and Dealer falls to cure the default within such fifteen-day period:
9.3 Without prejudice (a) Dealer defaults in its monetary obligations to MetroPCS or any other rights Authorized Distributor, as hereinafter defined; (b) Dealer falls to perform or remedies to which We observe any of the terms and conditions contained in this Agreement; (c) the Equipment or You may be entitled, either the Services are marketed in a misleading or deceptive manner or otherwise in violation of this Agreement; or (d) for good cause shown,
1.2.3 Either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect immediately upon written notice if If the other party:
a. is in material breach (a) makes an assignment for the benefit of creditors or becomes insolvent; (b) files for protection or relief under the bankruptcy laws of the United States; (c) has a receiver, trustee, custodian or other official appointed for all or substantially all of such party's assets; (d) falls to operate as a going concern for more than twenty (20) calendar days.
1.2.4 In addition to any termination provision set forth elsewhere herein, MetroPCS may terminate this Agreement immediately upon notice to Dealer should any of its obligations the following occur:
(a) Dealer commits fraud or is convicted under the any criminal charges under state or federal law, or in any way violates any applicable law, statute or regulation or engages In unethical or unfair business or trade practices: (b) Dealer attempts to assign this Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of Dealer's rights or obligations under this Agreement to a third party without the written consent of MetroPCS: (c} Dealer violates any of the confidentiality provisions of this Agreement, or misappropriates or uses without MetroPCS' prior consent, the Marks, as defined below; (d) Dealer misrepresents or disparages MetroPCS business; (e) Dealer engages in sales or marketing of the Equipment or PCS outside of its assetsdesignated Area without the prior consent of MetroPCS; passes a resolution for winding-up(f) Dealer engages in sales of Equipment in violation of Section 3.3 below,
1.2.5 In addition, If the FCC or a any other regulatory agency or court of competent jurisdiction makes an Jurisdiction promulgates any rule, regulation or order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with which in effect or application prohibits or substantially impedes MetroPCS from fulfilling its creditors; ceases obligations hereunder or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 providing Services In the event We terminate an Order pursuant Area (as defined below), or materially or adversely affects MetroPCS' ability to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation conduct business in the form of allotments/contingents) shall be non-refundable Area upon terms and We shall be under no obligation conditions acceptable to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or MetroPCS, MetroPCS may terminate this Agreement for immediately upon notice to Dealer,
1.2.6 This Agreement may be terminated at any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties time by mutual written consent of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .parties,
Appears in 1 contract
Term and Termination. 9.1 Each Order for Services 12. 1 This Agreement is effective as of the Effective Date and shall take effect on the Order date and remain in effect continue to be effective until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsthe terms of this Agreement.
9.2 Unless otherwise stated in an Order, each Order for Services 12.2 This Agreement may be terminated for convenience without cause by either Party the Company on or after three (3) years from its Effective Date in compliance with the notice and renewal provisions of Article 21.11-1 of the Code, or at any other time by providing thirty (30) days’ prior written notice mutual agreement of the parties.
12.3 Notwithstanding any provision contained in this Agreement to the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitledcontrary, either party may terminate an Order or this Agreement without liability to for cause on failure of the other at party to comply with any time with immediate effect upon provision of this Agreement (a “default”) after giving the other party written notice if of the other party:
a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of alleged default and a breach which is capable of remedy, fails to remedy such breach within reasonable time (not less than thirty (30) days or more than (6) months) to cure such default; provided that the right to cure a default shall not apply to the following, and termination shall be effective immediately upon the giving of notice such notice: a) Failure by MGA to pay premiums to the Company within the time set forth in this Agreement; b) Failure by MGA to deliver to the Company an Agent’s Report within the time set forth in this Agreement; c) Revocation of a license necessary to a party’s performance hereunder; d) Issuance of a final, non-appealable, restraining order, injunction, or other order by a governmental authority having proper jurisdiction which prohibits a party from carrying out this Agreement; e) Any party filing or becoming the subject of a petition seeking protection or satisfaction of debts under the bankruptcy, receivership or creditor’s rights laws of the breachparty’s domiciliary state or country; or
b. voluntarily files f) At the option of the Company, the transfer or attempted transfer of a petition under bankruptcy controlling interest in MGA without first obtaining the Company’s consent. At the Company’s option, the Company may suspend any or insolvency law; has a receiver all authority of MGA during the pendency of any material default of MGA, any dispute regarding any material default of MGA, or administrative receiver appointed over it or during any period, if any, allowed to cure any such material default. Any exercise by the Company of its assets; passes rights under this provision to suspend any and all authority of MGA shall not be considered a resolution for winding-up) or a court default under the terms of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On 12.4 All power and authority of MGA granted under the terms of this Agreement shall cease upon termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Agreement.
Appears in 1 contract
Sources: Managing General Agency and Claims Administration Agreement (TWFG, Inc.)
Term and Termination. 9.1 Each Order for Services shall take effect 14.1 This Agreement will become effective on the Order date and its Effective Date and, unless terminated under another, specific provision of this Agreement, will remain in effect until any agreed end date specified in and terminate upon the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termslast to expire of Licensed Patents.
9.2 Unless otherwise stated 14.2 Upon any termination of this Agreement, and except as provided herein to the contrary, all rights and obligations of the Parties hereunder shall cease, except as follows:
(1) Obligations to pay royalties and other sums accruing hereunder up to the day of such termination;
(2) MICHIGAN's rights to inspect books and records as described in an OrderArticle 5, each Order and LICENSEE's obligations to keep such records for Services may be terminated for convenience the required time;
(3) Obligations to hold harmless, defend and indemnify MICHIGAN and its Regents, fellows, officers, employees and agents under Article 13;
(4) Any cause of action or claim of LICENSEE or MICHIGAN accrued or to accrue because of any breach or default by the other Party hereunder;
(5) The general rights, obligations, and understandings of Articles 12, 17, 19, 28, 29 and 30; and
(6) All other terms, provisions, representations, rights and obligations contained in this Agreement that by their sense and context are intended to survive until performance thereof by either Party by providing thirty (30) days’ prior written notice to the other Partyor both Parties.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other 14.3 If LICENSEE at any time with immediate effect upon written notice defaults in the payment of any royalty or the making of any report hereunder, or intentionally makes any materially false report, or if the other party:
a. is in either Party commits any material breach of any of its obligations under the Agreement covenant or an Order andpromise herein contained, in the case of a breach which is capable of remedy, and fails to remedy any such default, breach or report within thirty sixty (3060) days after written notice thereof by the other Party specifying such default, then that other Party may, at its option, terminate this Agreement and the license rights granted herein by notice in writing to such effect. The cure period shall be extended for a reasonable period to be agreed upon by the Parties if the breaching Party has made good faith efforts to remedy the breach, but has not completed the remediation. Any such termination is without prejudice to either Party's other legal rights for breach of this Agreement.
14.4 LICENSEE may terminate this Agreement without cause by giving MICHIGAN a notice of termination, which shall include a statement of the breach; orreasons, whatever they may be, for such termination and the termination date established by LICENSEE, which date must not be sooner than sixty (60) days after the date of the notice. The Parties acknowledge that such notice is final and, immediately upon receipt of such notice of termination, MICHIGAN no longer has any restrictions that would have existed pursuant to this agreement on its rights to enter into agreements with others for the manufacture, import, sale, offer for sale, and/or use of Products.
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up14.5 MICHIGAN may immediately terminate this Agreement upon (a) or the adjudication by a court of competent jurisdiction makes of the bankruptcy or insolvency of LICENSEE or the entry of an order to that effector decree for the liquidation or dissolution of LICENSEE; becomes subject to an administration order; enters into (b) the filing of any voluntary arrangement with its creditors; ceases petition for bankruptcy, dissolution, liquidation or threaten to cease to carry on businesswinding-up of the affairs of LICENSEE; or (c) the filing of any involuntary petition for bankruptcy, dissolution, liquidation or winding-up of the affairs of LICENSEE which is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees not dismissed within one hundred twenty (in whatever form including without limitation in the form 120) days of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreementwhich it is filed or commenced.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .
Appears in 1 contract
Term and Termination. 9.1 Each Order for Services This Agreement shall take effect enter into force on the Order date Effective Date hereof and remain in effect until shall continue, subject to the provisions of this Section 9, for a period of five (5) years from the Launch Date (“Initial Term”). The Initial Term may be extended through written amendments executed between the Parties. Neither Party shall be entitled to make any agreed end date specified in claim or present any legal challenge as a result of the Order expiration or until all Services non-renewal of this Agreement under such Order have been provided, unless terminated sooner in accordance with these Termsthe provisions of this Section 9.1.
9.2 Unless otherwise stated in an Order, each Order for Services may Either Party shall be terminated for convenience by either Party by providing thirty (30) days’ prior entitled to terminate this Agreement upon written notice to the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice Party if the other party:
a. Party is in material breach of any of its obligations under the Agreement or an Order hereunder for reasons other than Force Majeure and, in the case of a if such breach which is capable of remedycurable, fails to remedy such breach at the end of a period of 60 (sixty) days after receipt of formal notice of breach and demand to cure such breach.
9.3 Either Party shall be entitled to terminate this Agreement upon written notice to the other Party if (a) the other Party is placed in voluntary or compulsory liquidation or falls into bankruptcy or ceases its activities for any reason or (b) the other Party is prevented, in full or in material part, from performing any of its obligations hereunder for reasons of a Force Majeure Event for a period of 3 (three) consecutive months or more or (c) for reasons beyond either Party’s reasonable control, the competent Governmental Authorities refuses to renew the Regulatory Approvals or revokes the Regulatory Approvals or any other license or permit necessary to import, Market or Distribute the Product in the Territory, or (d) if both parties fail to reach an agreement upon mutually acceptable revised prices for the Product pursuant to Section 5.1.k.
9.4 SONOMA may terminate this Agreement with immediate effect by providing written notice:
a) in the event that EMS fails to make purchases of Products at least equal to the Minimum Annual Purchase Amount in any Contract Year and to make Product purchases equal at least the Deficit Amount in the 6 month following the end of such Contract Year as provided in Section 5.1(f);
b) if two (2) consecutive payments from EMS to SONOMA are delayed by more than 30 (thirty) days after the due date and such payments are not made within thirty 30 (30thirty) days of receipt of SONOMA´s written notice to EMS in respect thereto;
c) in the event that any Governmental Authorities takes any action or raises any objection, that prevents SONOMA from supplying and/or exporting the Product into the Territory. In this case, before termination, SONOMA and EMS shall use commercially diligent efforts to remove the objections and, if such efforts are unsuccessful, discuss in good faith an option to manufacture the Product at a Third Party premises selected by SONOMA, or at EMS’ premises. If agreed, EMS and SONOMA shall use good faith efforts to negotiate a mutually agreeable amendment to this Agreement;
d) in the event of any unauthorized use of SONOMA´s technical information or Confidential Information, dossiers, registrations or registration documents.
9.5 EMS may terminate this Agreement with immediate effect by providing written notice:
a) in the breachevent two (2) Finished Product deliveries are delayed for more than 30 (thirty) days for reasons other than for Force Majeure Event and such delivery is not made within 30 (thirty) days of receipt of EMS’ written notice to SONOMA in respect thereto;
b) in the event any Governmental Authorities takes any action or raises any objection that prevents EMS from buying and/or importing the Product in the Territory for a period longer than 6 (six) months;
c) in the event the Governmental Authorities require additional development for granting the Marketing Authorization which results in costs higher than the stated on Schedule 4 and if there is no common agreement on how to deal with the exceeding difference; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-upd) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 SONOMA implements any prepaid Service Fees (in whatever form including Change without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreementnecessary Governmental Authorities approval.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .
Appears in 1 contract
Sources: Exclusive License and Distribution Agreement (Sonoma Pharmaceuticals, Inc.)
Term and Termination. 9.1 Each Order The present Contract is entered into for Services shall take an undefined period and takes effect on the Order date and remain in effect until any agreed end date specified third (3) Business Day after the Bank verifies that the Contract has been duly published in the Order or until Contracts Register pursuant to Act No. 340/2015 Coll., on the Contracts Register, as amended. The Client undertakes to send the Contract (including all Services under such Order have been provideddocuments which are the integral parts of the Contract) to the publication in the Contracts Register without delay after its conclusion. For this purpose, unless terminated sooner the Bank shall send the Contract (including all documents which are the integral parts of the Contract) to Client’s email address: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇ The Parties acknowledge that this Agreement is subjected to the obligation of its publication in the Register of Contracts in accordance with these TermsAct No. 340/2015 Coll.
9.2 Unless otherwise stated , On the Register of Contracts. The Parties further acknowledge that the Contract shall not become effective before the third (3rd) Business Day after its publication in an Orderthe Register of Contracts and if the Contract is not published within three months of its conclusion, each Order for Services it shall be canceled from the beginning. This Contract may be terminated for convenience by either Party at any time by providing thirty registered letter with proof of receipt, subject to a notice period of one (301) days’ prior written month from the date on which said letter is first presented. This Contract may be terminated without notice by either Party if one of the other Parties fails to fulfil any of the obligations incumbent upon it in terms of this Contract, notified within twenty (20) working days from the receipt, by the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable registered letter with proof of remedy, fails to remedy such breach within thirty (30) days of receipt giving notice of the breach; or
b. voluntarily files . The Bank may terminate this Contract without notice, if: - the Accounts are closed, - a petition under bankruptcy payment incident is not remedied by the Client more than ten (10) days after the incident, - one of the Accounts included in the present Contract, opened in the books of the Bank or insolvency law; has a receiver or administrative receiver appointed over it other banking establishments is seized, attached or any equivalent procedure, and for which a release has not been obtained within ten (10) working days of its assets; passes occurring, - there is a resolution for winding-up) merger, divestiture, ceasing of activity or payment of the Client, - there is a court of competent jurisdiction makes serious reprehensible behaviour or if an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 irremediably comprised situation arises. In all the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation exclusion scenarios listed in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at present article, the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or the present Contract will take effect three (3) working days after receipt of a registered letter with acknowledgement of receipt. Should this Agreement Contract be terminated for any reason: (i) whatever motive, each party shall immediately return Party is required to take all useful measures to respect the other all papers, materials, Confidential Information and other properties settlement of the other held by it transactions in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement process.
Appears in 1 contract
Sources: Service Agreement
Term and Termination. 9.1 Each Order for Services 5.1 The license under this Agreement shall take effect on the Order date and become effective as of April 1, 1997 and, unless terminated sooner as provided hereinbelow or by mutual agreement, shall remain in effect until any agreed end date specified in the Order or until all Services under such Order last Licensed Patent having a Valid Claim will have been provided, unless terminated sooner in accordance with these Termsexpired.
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience 5.2 Failure by either Party by providing thirty (30) days’ prior party to this Agreement to comply with any of the obligations and conditions contained herein shall entitle the other party to give the party in default written notice requiring it to make good such default. If the other Party.
9.3 Without default is not remedied within sixty (60) days after receipt of such notice, the notifying party shall be entitled, without prejudice to any of its other rights conferred on it by this Agreement, to terminate the entire Agreement by giving notice to take effect immediately. The parties understand and agree in particular that the manufacture, use or remedies to sale of a product not listed in Schedule B which We or You may be entitled, either is covered by Licensed Patents is a material default.
5.3 Either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of written notice of if, at any time, the breach; or
b. voluntarily files other party shall file a petition under in bankruptcy or insolvency law; has before the courts or apply for an arrangement or for the appointment of a receiver or administrative receiver appointed over it trustee for all of its assets or any part thereof, or if the other party proposes a written agreement of composition or extension of its assets; passes debts or if the other party shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within sixty (60) days after its filing, or if the other party shall propose or be a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject party to any analogous event dissolution or proceeding in any applicable jurisdictionliquidation, or if the other party shall make an assignment for the benefit of creditors.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order 5.4 Furthermore, ROCHE shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or the right to terminate this Agreement for any reason: giving sixty (i60) each days written notice, if a controlling interest (i.e. a legal interest which gives the holder effective management control) of LIFECODES is acquired by a third party shall immediately return to the other all papershaving itself or through an Affiliate thereof, materials, Confidential Information and other properties of the other held by it a business in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement in-vitro human diagnostics.
Appears in 1 contract
Term and Termination. 9.1 Each Order 11.1 This Agreement is effective as of the Effective Date and shall continue until two (2) years from the Effective Date. Thereafter this Agreement shall be automatically renewed for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, additional successive periods of one (1) year each unless terminated sooner as of the end of the then-current period by either party on 12 (twelve) months’ prior notice in accordance with these Termswriting.
9.2 Unless otherwise stated 11.2 Each party may terminate this Agreement and/or any Purchase Orders, in an Orderwhole or in part, each Order for Services may be terminated for convenience immediately by either Party by providing thirty (30) days’ prior written notice to the other Party.
9.3 Without party upon the material breach of any obligations (including a payment obligation) under this Agreement (including under any Purchase Order) by the other party, which breach is incapable of cure or which, if capable of cure, has not been cured within sixty (60) days after the other party has been put on notice with reasonable specificity of such breach such without prejudice to any other rights accruing under this Agreement or remedies at law. Failure of a sample or deliverable to pass acceptance testing two (2) consecutive times shall be deemed a material breach by ETG of this Agreement for which We FEI may terminate in whole or You part this Agreement by giving written notice thereof to ETG. The foregoing shall be without prejudice to any right of FEI to terminate or cancel any Purchase Order as provided in Section 3 or elsewhere herein.
11.3 This Agreement and/or any Purchase Orders may be entitledterminated, in whole or in part, immediately by either party may terminate an Order or this Agreement without liability to Party in the event that the other at is dissolved, ceases to carry on business in the normal course, becomes insolvent or is unable to pay its debts, institutes or has instituted any time with immediate effect upon written notice if proceeding seeking a judgement of insolvency or bankruptcy or any other relief under insolvency or bankruptcy law or any other similar law effecting creditor’s rights, is declared bankrupt, makes a general assignment for the other party:
a. is in material breach of any benefit of its obligations under creditors, suffers or permits the Agreement or an Order and, in the case appointment of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it a manager for its business assets or any of its assets; passes a resolution for winding-up) avails itself or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its proceeding under bankruptcy laws or any other statute or laws relating to the insolvency of protection of the right of creditors; ceases or threaten to cease to carry on business; or , is subject to any levy, seizure or attachment or sale for or by any creditor or cause, is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous event or proceeding in effect to any applicable jurisdictionof the foregoing events.
9.4 11.4 Upon termination of this Agreement, a party may request the other party to return all Confidential Information provided to the other party, together with any copies of the same, which the receiving party has in its possession or control. In the event We terminate an Order pursuant to Section 9.3 of such a request, all documents and other writings prepared by the other party based on or You terminate an Order for convenience reflecting the information contained in accordance with Section 9.2 any prepaid Service Fees (Confidential Information of the requesting party will be destroyed by the other party and the other party will certify in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return writing to the other all papers, materials, Confidential Information and other properties requesting party by a duly authorized officer of the other held by it in connection with party that such information has been destroyed or returned. Notwithstanding the performance return of the Services; (ii) You shall promptly pay Us for all Services provided Confidential Information, the parties will continue to be bound by the confidentiality undertaking and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement restrictions on use contained herein.
Appears in 1 contract
Sources: Purchase Agreement (Fei Co)
Term and Termination. 9.1 Each Order for 7.1. This Master Services Agreement shall take effect on from the date signature date hereof, and in respect of each Service, the date the Customer Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner is accepted by HUGE in accordance with Clause 2.2, or the date the Customer first uses a Service, whichever of these Termsis earlier, and shall continue in force unless and until terminated in accordance with this Clause 7.
9.2 Unless otherwise stated in an 7.2. Either Party may terminate a Service:
7.2.1. Subject to the provisions of a Customer Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior on at least 90 days written notice to the other Party.
9.3 Without prejudice to any other rights take effect on or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written after expiry of the relevant Initial Service Term;
7.2.2. immediately by notice if if, in relation to that Service, the other party:Party hascommitted a materialbreach which is incapable of remedy;
a. is 7.2.3. immediately by notice if, in relation to that Service, theother Partyhascommitted a material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, but which it fails to remedy toremedy within ten (10) Business Days of having been notified of such breach within thirty (30) days of notice of the breach; or
b. voluntarily files 7.2.4. immediately by notice if, in relation to that Service, a petition Force Majeure Event subsists for a continuous period exceeding three (3) months.
7.3. Either Party may terminate the Agreement immediately upon notice:
7.3.1. in the event of a material breach by the other, which has application to all Services then provided under bankruptcy or insolvency law; this Agreement, and which is incapable of remedy;
7.3.2. in the event of a material breach by the other, which has application to all Services then provided under this Agreement,and whichiscapableof remedy,but which such other fails to remedy within ten (10) Business Days of having been notified of such breach;
7.3.3. if the other has a receiver or an administrative receiver appointed over it or over any part of its assets; undertaking or assets or passes a resolution for winding-upwinding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect; effect or if the other becomes subject to an administration order; order or enters into any voluntary arrangement with its creditors; creditors or ceases or threaten threatens to cease to carry on business; , or undergoes or is subject to anyanalogousacts or proceedingsunder any analogous foreign law;
7.3.4. in the event or proceeding in of a Force Majeure Event, which has application to allServices thenprovided hereunder, and which subsists for a continuous period exceeding three (3) months; or
7.3.5. where, after expiry of any applicable jurisdictionInitial Service Term(s), no Services have been provided under this Agreement for a continuous period exceeding three (3) months.
9.4 In 7.4. HUGE may terminate the Agreement (or a specific Service) immediately by notice if a suspension of a Service pursuant to Clauses 6.1.4, 6.1.5 or 6.1.6 has continued for a period of at least two (2) consecutive months.
7.5. If HUGE has reasonable grounds to consider that there has been a violation of Clause 8.6.2, HUGE may notify the Customer and require it to remedy the violation in the event We terminate of an Order pursuant incident involving a violation of public law or regulation or an imminent threat to Section 9.3 the IP Network, immediately; or You terminate an Order for convenience in all other cases, within forty-eight (48) hours. If the Customer fails to notify HUGE that such a remedy has been effected in accordance with Section 9.2 any prepaid Service Fees this Clause 7.5 or if HUGEreasonably determines thattheviolationiscontinuing or islikely to occur again, HUGE may terminate this Agreement (in whatever form including without limitation in the form of allotments/contingentsor relevant Service) shall be non-refundable and We shall be under no obligation immediately upon notice to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this AgreementtheCustomer.
9.6 On termination 7.6. Notwithstanding the provisions of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papersClauses 7.2 and 7.3, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of HUGE may terminate the Agreement which by their nature would continue beyond (or the termination, cancellation or expiration of the Agreement .relevant Service) on five
Appears in 1 contract
Sources: Master Services Agreement
Term and Termination. 9.1 Each Order If there is no Overdraft Facility connected to the Liquidity Optimisation, this Agreement may be terminated by either party upon sixty (60) days written notice.
(i) Regardless of whether an Overdraft Facility is connected to the Liquidity Optimisation, either party is entitled to immediately terminate this Agreement by giving notice where:
a. a party has objective reasons to believe that the counterparty is, or may become, insolvent;
b. the counterparty fails to properly fulfil any essential contractual obligation or material obligation set out in this Agreement; or
c. the intervention or a decision of a public authority, for Services example a financial supervisory authority and/or a central bank, affects this Agreement.
(ii) If any of the following events occur the Bank shall take effect on be entitled to immediately terminate this Agreement by giving notice:
a. the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedCompany fails to, unless terminated sooner if so required in accordance with these Terms.section 5 (Negative Total Available Amount), restore the Total Available Amount to zero or positive;
9.2 Unless otherwise stated b. the Company fails to, in an Orderaccordance with section 7 (Exceeded Currency Limit), each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice immediately restore the balance on the relevant Currency Account to the Currency Limit allowed;
c. the Company fails to pay within the time prescribed principal, interest or any other Party.amount due for payment under an agreement concluded with the Bank (however, the right to give notice of termination shall not apply if the Company can prove that the non-payment is due merely to technical errors and that payment will be effected within three (3) days as from the due date);
9.3 Without prejudice d. the Company goes into liquidation or is dissolved, or a receiver, administ representative is appointed in respect of itself or any of its assets, or the Company becomes insolvent for the purposes of any law, or ceases or threatens to cease to carry on all or a substantial part of its business, or a petition for an administration order in relation to any group company is presented or any attachment, sequestration, seizure, distress, execution or similar measure affects any asset of the Company or any analogous event occurs in any jurisdiction;
e. the Company fails to fulfil its obligations towards a third party provided that the obligations are related to a loan agreement or other rights financial agreement and that the default will be a cause for immediate termination;
f. any security provided for the Overdraft Facility or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to for any other obligation assumed by the other at any time with immediate effect upon written notice if Company towards the other party:Bank is no longer adequate in the opinion of the Bank;
a. is in material breach of g. the Company has not fulfilled any of its obligations under any other agreement with the Agreement or an Order and, Bank;
h. a material change in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice ownership structure of the breachCompany occurs; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any i. the occurrence of its assets; passes a resolution for winding-upanother event which in the reasonable judgment of the Bank jeopardises the fulfilment of
(iii) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or If this Agreement is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience terminated in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; or (ii) You the Bank shall promptly pay Us for all Services provided and Fees and expenses due up have the right to, by notice of termination given to the date of termination; Company, declare the debt, including accrued interest and (iii) neither party shall have any further right or obligation with respect other amounts relating to the other except as set out in this Section Overdraft Facility, immediately due and in such Sections payable. The Bank may, at its sole discretion, choose to terminate the Overdraft Facility at another date fixed by the Bank. Where any of the circumstances set forth above applies, the Bank is entitled, regardless of whether notice of termination is given, to immediately suspend the right to further utilise the Liquidity Optimisation and the Overdraft Facility. If this Agreement which by their nature would continue beyond is terminated then the terminationBank may convert the balance, cancellation or expiration including accrued interest, on each of the Agreement Currency Accounts into the Base Currency by using the Rate of Exchange. The Bank has the option (but not the obligation) to close-out all the converted balances on the Currency Accounts through a transfer of the converted balances to the Base Currency Account (for the avoidance of doubt, such transfer shall include any balance on a Currency Account in the Base Currency) and thereby be set off towards each other (close-out netting), resulting in a single net claim/debt relation Close-Out Amount ) between the Bank and the Company as regards the Currency Accounts. If such Close-Out Amount is a debit balance on the Base Currency Account, such amount shall be immediately due and payable by the Company to the Bank. If the Bank chooses not to perform the above mentioned close-out netting the Company shall, at the request of the Bank, immediately restore the balances on the Currency Accounts to zero or positive; including repayment of any outstanding amount under the Overdraft Facility, if any.
Appears in 1 contract
Sources: Agreement for Liquidity Optimisation (OpSec Holdings)
Term and Termination. 9.1 Each Order for Services 12.1 This Agreement shall take effect on the Order date Execution Date and shall remain in full force and effect thereafter until any agreed end date specified in the Order or until all Services under such Order have been provided, last day of the Effective Term subject to Clause 2.7 unless terminated sooner in accordance with these Terms.
9.2 Unless otherwise stated in an Order, each Order for Services may be earlier pursuant to Clause 12.2 provided that if the Restated JV Contract or the Sub-Licence Agreement or any of the Combined Coil Technology Agreements is terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitledexpiration of its term, either party may terminate an Order or this Agreement without liability to the other at any time shall automatically terminate with immediate effect upon written notice if the other party:
a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at from the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with Restated JV Contract or the performance Sub-Licence Agreement or any of the Services; Combined Coil Technology Agreements (iias the case may be), except that termination shall not affect:
(a) You shall promptly pay Us for all Services provided The accrued rights and Fees and expenses due up to obligations of the Parties at the date of termination; and
(b) The continued existence and (iii) neither party shall have validity of the rights and obligations of the Parties under those clauses which are expressed to survive termination and any further right provisions of this Agreement necessary for the interpretation or obligation with respect enforcement of this Agreement.
12.2 This Agreement may be terminated:
12.2.1 by any Party giving notice to the other except as set out Parties if another Party has committed a material breach of this Agreement and such breach, if capable of remedy, has not been so remedied within sixty (60) days following receipt of such notice;
12.2.2 by any Party giving notice to the other Parties in this Section the event that an event of Force Majeure continues for a period of twelve (12) consecutive months that causes the Joint Venture Company to cease the production and in such Sections sale of the Licensed Products and the Parties have been unable to find an equitable solution pursuant to Clause 14;
12.2.3 by any Party giving notice to the other Parties if at any time during the term of this Agreement, the government of the PRC or of Canada or any agency thereof should require any material alteration or modification or termination of the contractual rights or obligations of any Party pursuant to this Agreement which has the effect of preventing any Party from performing its contractual obligations or from achieving its business objectives.
12.2.4 by their nature would continue beyond any Party giving notice to the terminationother Parties if another Party becomes bankrupt, cancellation or expiration insolvent, or is the subject of proceedings or arrangements for liquidation or dissolution, or ceases to carry on business, or becomes unable to pay its debts as they become due; or
12.2.5 by the Licensor giving notice to the Licensee and the Joint Venture Company if the aggregate of the interests of the Licensor and any of its Affiliates in the Joint Venture Company is or becomes less than fifty percent (50%) of the registered capital of the Joint Venture Company as a result of any change in or requirement of Chinese law or any act of any Chinese governmental agency or court.
12.3 Either Party electing properly to terminate this Agreement pursuant to Clause 12.2 shall have no liability to the other Party for damages arising solely from the exercise of such right.
12.4 Upon expiration or termination of this Agreement, all amounts then due and unpaid to the Licensor by the Licensee hereunder shall forthwith become due and payable by the Licensee to the Licensor.
12.5 All Combined Coil Technology and Know-how, including the Shunt Reactor Technology and Know-how and the Technical Documentation (if any has been delivered to the Licensee), recorded in any material form including but not limited to any written records shall be returned by the Licensee to the Licensor forthwith upon the termination of this Agreement. The Licensee agrees on behalf of itself and its employees that no copies of the Combined Coil Technology and Know-how, including the Shunt Reactor Technology and Know-how, in any material form or of the Technical Documentation shall be made or retained upon and after the termination of this Agreement.
Appears in 1 contract
Sources: Shunt Reactor Technology Head Licence Agreement (Trench Electric Bv)
Term and Termination. 9.1 Each Order for Services 6.1 The Agreement shall take effect come into force on the Order date Commencement Date and, subject to clauses 6.4 and remain in effect 6.5, shall continue for an initial fixed term of 12 months (the “Initial Term”) and thereafter unless and until terminated by either party giving to the other 30 days written notice, to expire at the end of the Initial Term or on any agreed anniversary of the end date specified in of the Order Initial Term.
6.2 The termination of the Agreement and/or the provision of the Services howsoever arising shall be without prejudice to any provision expressed or until all intended to operate thereafter.
6.3 Without prejudice to the Company’s rights to terminate the Agreement and/or the provision of the Services under such Order have been provided, unless terminated sooner in accordance with these Terms.
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to provisions of clause 6.4 below the other Company shall at any time with immediate effect upon written have the right at its discretion by giving 14 days notice if in writing to the other party:
a. is in material breach of Client to terminate all or any of its obligations under to provide the Services and/or to seek to re-negotiate the Fee for the Services with the Client. If the parties are unable to agree such revised Fee, the Company may terminate the Agreement or an Order and, and the provisions of clause 6.5 shall apply.
6.4 Either party may terminate the Agreement and/or the provision of the Services forthwith by notice in writing to the other if:
6.4.1 the other commits a breach of the Conditions which in the case of a breach which capable of remedy shall not have been remedied within 30 days of the receipt by the other of a notice from the innocent party identifying the breach and requiring its remedy. For the avoidance of doubt, where the Client, in the Company’s reasonable opinion is in breach of the exclusivity provisions in clause 2.1, such breach shall not be capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; 6.4.2 the other has a receiver bankruptcy order made against it or makes an arrangement or composition with its creditors or otherwise takes the benefit of any statute for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of credits (whether formal or informal) or enters into liquidation (whether voluntary or compulsory), except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver, manager, administrator or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) , income or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 undertaking. In the event We of a breach by the Client to clause 6.4.1, the Company may, at its discretion (but shall not be obliged to), offer to re-negotiate the Fee with the Client as an alternative to terminating this Agreement. Should the parties fail to agree such revised Fee, the Company may opt to terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience this Agreement in accordance with Section 9.2 any prepaid Service Fees clause 6.4.1.
6.5 Upon termination (in for whatever form including without limitation in reason):
6.5.1 the form of allotments/contingents) Company shall deliver to the Client a Final Report which shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties final assessment of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due performed up to the date of termination; and (iii) neither party and
6.5.2 the Client shall have any further right or obligation with respect remain liable to pay to the other except Company for all the Services provided by the Company up to the date of termination and, for the avoidance of doubt, in the case of a Membership Fee, without rebate or discount for early termination.
6.6 On termination of Services to which a Performance Fee applies but the Performance Fee cannot be calculated as a result of such termination, the following structure shall apply in place of the Performance Fee: A x £1,875.00. Where A = the aggregate number of Adviser Days spent in providing the Services. “Adviser Day” for the purposes of this clause means a day on which an authorised employee or agent of the Company was engaged in the provision of Services for a period of not less than 3 hours.
6.7 However the Services are terminated, the Client shall promptly pay to the Company all third party costs and all expenses of the Company reasonably and necessarily incurred in the performance of the Services.
6.8 Where the Service Agreement provides that more than one service is to be provided as part of the Services, the Company shall deliver a Final Report in respect of each particular service upon completion of that service.
6.9 If the Company terminates the Agreement as a result of the Client’s breach of the exclusivity provisions set out in this Section clause 2.1, the Company shall be entitled, at its discretion, to re-work and in complete the Services at the then standard rate applicable to such Sections Services or to recover such proportion of the Agreement Fee to which, in the Company’s reasonable opinion (having regard to the circumstances) it would have been entitled had the Services been completed by the Company or, where such Fee cannot be calculated, by reference to the formula set out in clause 6.6.
6.10 The Client acknowledges that the above provisions of this clause 6 are reasonable and reflected in the Fee which by their nature would continue beyond be higher without those provisions, and the termination, cancellation or expiration of the Agreement Client will accept such risk and/or insure accordingly.
Appears in 1 contract
Sources: Service Agreement
Term and Termination. 9.1 Each Order for Services 16.1 This Agreement and each Service Specification shall take effect commence on the Order date Commencement Date and shall remain in effect until any full force for the Term unless otherwise agreed end date specified in by the Order Parties or until all Services under such Order have been provided, unless earlier terminated sooner in accordance with these Terms.
9.2 Unless otherwise stated in an Orderthe term of this Agreement. Thereafter, this Agreement and each Order Service Specification shall continue to automatically renew for Services may be terminated for convenience by either a Subsequent Term, unless a Party by providing thirty (30) days’ prior gives written notice to the other Party, not later than ninety (90) days before the end of the Term or the relevant Subsequent Term, to terminate this Agreement.
9.3 16.2 Without prejudice to any rights that the Parties have accrued under this Agreement or any of their respective remedies, obligations or liabilities, a Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:
(a) the Customer breaches its obligations in Clauses 5.6 and 5.7;
(b) the Supplier commits a material breach of any material term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of forty five (45) days after being notified to do so;
(c) the other Party breaches any of the terms of Clause 10, Clause 15 or Clause 20; or
(d) the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.
16.3 Termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination.
16.4 On termination of this Agreement for any reason:
(a) the Supplier shall immediately cease provision of the Services;
(b) the Customer shall pay any and all invoices and sums due and payable up to and including the date of termination including (1) all remaining amounts owing up to the end of the Term or the Subsequent Term (as applicable); (2) any Licence Fees as set out under Clause 12.1; and (3) any termination fees that the Supplier incurs from any of its Third Parties as a consequence of such early termination. The Supplier shall use reasonable endeavours to mitigate any loss but the Customer acknowledges and agrees that any Third-Party fees may not be mitigated by the Supplier and the Customer shall not hold the Supplier responsible if its incurs full termination fees; and
(c) each Party shall use reasonable endeavours to return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other Party.
16.5 Save as provided in Clause 16 or elsewhere in this Agreement, or by mutual consent and on agreed terms, or due to a Force Majeure event, neither Party shall be entitled to terminate a Service Specification. Termination of a Service Specification shall not by default, terminate other Service Specifications nor this Agreement.
16.6 Termination of any Service Specification shall be without prejudice to any other rights or remedies to which We or You may be entitled, either any party may terminate an Order or have under any other Service Specification.
16.7 Upon termination of this Agreement without liability or a specific Service Specification for any reason the Supplier will provide to the other Customer and / or to any new supplier selected by the Customer (the “Successor Service Provider”) such assistance as reasonably requested by the Customer in order to effect the orderly transition of the applicable Services, in whole or in part, to the Customer or to Successor Service Provider (such assistance shall be known as the “Termination Assistance Services”) during any period of notice of termination (the “Termination Assistance Period”). Any services required by the Customer for the transition of Services during the Termination Assistance Period shall be provided by the Supplier at any its then current time with immediate effect upon written notice if the other partyand materials fee rate for such period of time as shall be mutually agreed. Such Termination Assistance Services may include:
a. is in material breach (a) developing a plan for the orderly transition of the terminated Services from the Supplier to the Customer or the Successor Service Provider; and
(b) such other activities upon which the Parties may agree including any non proprietary documents to enable a Successor Service Provider to continue to provide services.
16.8 Upon a termination of its obligations under the Agreement or an Order anda specific Service Specification (as applicable), in the case Supplier shall only retain the Customer Data for a maximum period of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at 3 months from the date of termination You have not yet called off and may delete all Servicessuch copies of its Customer Data after the 3 months period has ended.
9.5 Termination 16.9 The provisions of Clauses 7,8,10,11,12,13,15,16, 17,18 and 20 shall survive termination of any Order shall have no effect on any other Order under Service Specification or this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .
Appears in 1 contract
Sources: Master Services Agreement
Term and Termination. 9.1 Each Order for Services shall take effect 14.1 This Contract shall, unless otherwise terminated as provided in this clause 14, commence on the Order date Effective Date and remain shall continue for the Initial Subscription Term following which this Contract shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
(a) either party notifies the other party of termination, in effect until writing, at least 30 days before the end of the Initial Subscription Term or any agreed end date specified Renewal Period, in which case this Contract shall terminate upon the Order expiry of the applicable Initial Subscription Term or until all Services under such Order have been provided, unless Renewal Period; or
(b) otherwise terminated sooner in accordance with these Termsthe provisions of this Contract; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
9.2 Unless otherwise stated in an Order14.2 Without affecting any other right or remedy available to it, each Order for Services either party may be terminated for convenience terminate this Contract with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.party if:
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to (a) the other at party fails to pay any time with immediate effect upon written notice if amount due under this Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
(b) the other party:
a. is in party commits a material breach of any other term of its obligations under the Agreement this Contract which breach is irremediable or an Order and, in the case of a (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty a period of 14 days after being notified in writing to do so;
(30c) days the other party suspends, or threatens to suspend, payment of notice its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the breachInsolvency Act 1986 ;
(d) 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; or
b. voluntarily files (e) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a petition substantial part of its business.
14.3 On termination of this Contract for any reason:
(a) all licences granted under bankruptcy this Contract shall immediately terminate;
(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) Tang may destroy or insolvency law; has a receiver or administrative receiver appointed over it or otherwise dispose of any of the Client Data in its assets; passes possession unless ▇▇▇▇ receives, no later than ten days after the effective date of the termination of this Contract, a resolution written request for windingthe delivery to the Client of the then most recent back-up) up of the Client Data. Tang shall use reasonable commercial endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as not due at the date of termination You have not yet called off termination). The Client shall pay all Servicesreasonable expenses incurred by ▇▇▇▇ in returning or disposing of Client Data; and
9.5 Termination of (d) any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order rights, remedies, obligations or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties liabilities of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due parties that have accrued up to the date of termination; and (iii) neither party shall have , including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in this Section and in such Sections breach of the Agreement Contract which by their nature would continue beyond existed at or before the termination, cancellation date of termination shall not be affected or expiration of the Agreement prejudiced.
Appears in 1 contract
Sources: Contract for Services
Term and Termination. 9.1 Each 15.1 This agreement shall, unless otherwise terminated as provided in this clause 15 or any Service Order for Services shall take effect Form, commence on the Order date Commencement Date and remain in effect until any agreed end date specified shall continue through the Initial Term and, thereafter, unless otherwise stated in the Service Order Form, this agreement shall be automatically renewed at the end of the Initial Term for successive periods of 12 months (each a Renewal Term and the Initial Term together with any subsequent Renewal Terms shall constitute the Term), unless: (a) either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Term or until all Services under such Order have been providedany Renewal Term, unless in which case this agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Term; or (b) otherwise terminated sooner in accordance with these Termsthe provisions of this agreement.
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party.
9.3 15.2 Without prejudice to affecting any other rights or remedies to which We or You that it may be entitledentitled to, either party may terminate an Order or this Agreement agreement without liability to the other at any time with immediate effect upon written notice if if: (a) the other party:
a. is in party commits a material breach of any of its obligations under the Agreement or an Order and, in the case terms of this agreement and (if such a breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) 30 days of notice that party being notified in writing of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; (b) the other party has a receiver or administrative receiver appointed over it or over any part of its assets; business or assets or passes a resolution for winding-upwinding up (except for the purposes of a genuine scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect; , or becomes subject to an administration order; order or enters into any voluntary arrangement with its creditors; , or it ceases or threaten threatens to cease to or carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In 15.3 Without affecting any other rights that it may be entitled to, Maxinity may terminate the event We terminate an Order pursuant to Section 9.3 or You terminate an Order agreement for convenience in accordance with Section 9.2 any prepaid Service Fees breach if: (in whatever form including without limitation in the form of allotments/contingentsa) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination Payment of any Order shall invoiced amount is overdue and following notification to the Customer under clause 9.4(a) the Customer does not pay the overdue amount within four (4) Business Days of a written notice from Maxinity (or such other time as has been agreed between the parties in writing); (b) Payment arrangements have no effect on any other Order under this Agreementbeen made by the Customer for payment via a third party and the third party refuse to honour Maxinity's Fees.
9.6 15.4 On termination of an Order or this Agreement agreement for any reason: (ia) all licences and access to the Services granted under this agreement shall immediately terminate; (b) each party shall immediately return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .party;
Appears in 1 contract
Sources: Master Services Agreement
Term and Termination. 9.1 Each Order for Services 13.1 This agreement shall take effect operate as a framework. It shall commence on the Order date hereof and remain in effect shall be automatically be reviewed on an annual basis.
13.2 Each individual Contract shall commence on the date on of the Buyer’s purchase order and shall continue until any agreed end date specified in the Order or until all Services under such Order have been providedperformed or, unless where applicable, terminated sooner by either party giving notice in accordance with these Termsthe terms of the Contract.
9.2 Unless otherwise stated in an Order, each Order for Services 13.3 The Buyer may be terminated for convenience terminate the Contract by either Party by providing thirty (30) giving the Seller 90 days’ prior written notice to the other Partynotice.
9.3 13.4 Without prejudice to any other rights or remedies to which We or You it may be entitledentitled under the Contract, either party may terminate an Order or this Agreement without liability give notice in writing to the other at any time terminating the Contract with immediate effect upon written notice if if:
(a) the other party:
a. is in party commits a material breach of any of its obligations under the Agreement or an Order and, in terms of the case of a Contract and (if such breach which is capable of remedy, ) fails to remedy such that breach to the reasonable satisfaction of the other within thirty (30) 30 days of notice being notified of the breach; or;
b. voluntarily files (b) an order is made or a petition under bankruptcy resolution is passed for the liquidation, winding up or insolvency law; has dissolution of the other party (otherwise than for the purpose of reconstruction or amalgamation);
(c) an encumbrancer takes possession or a receiver or administrative receiver is appointed over it or any of its assets; passes a resolution for winding-upthe property or assets of the other party;
(d) or a court of competent jurisdiction the other party makes an order to that effect; becomes subject to an administration order; enters into any voluntary (or similar) arrangement with its creditors;
(e) an administrator is appointed over the other party;
(f) the other party otherwise becomes subject to the insolvency laws in any jurisdiction; ceases or
(g) the other party ceases, or threaten threatens to cease to carry on business; or is .
13.5 The Buyer may terminate the Contract on written notice to the Seller in the event of a change of control of the Seller (and for these purposes "control" has the meaning given in section 1124 of the Corporation Tax Act 2010).
13.6 On termination of the Contract for any reason:
(a) any monies owed by either party and not disputed will be paid within 30 days, subject to the parties’ rights of set-off; and
(b) any analogous event or proceeding in any applicable jurisdictionstock held by the Buyer will be returned for full credit.
9.4 In 13.7 The accrued rights, remedies, obligations and liabilities of the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where parties as at expiry or termination of the Contract shall not be affected, including the right to claim damages in respect of any breach which existed at or before the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreementexpiry or termination.
9.6 On 13.8 Clauses of these Terms which expressly or by implication have effect after expiry or termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information continue in full force and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement effect.
Appears in 1 contract
Sources: Supply Agreement
Term and Termination. 9.1 Each Order A. This Agreement shall be effective as of June 1, 1997, and shall continue in full force and effect for Services a term of one (1) year and shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, be automatically self-renewing for successive terms of one (1) year unless terminated sooner in accordance with these Termsas hereinafter provided.
9.2 Unless otherwise stated in an Order, each Order for Services B. Either party may be terminated for convenience by either Party by providing thirty (30) days’ prior terminate this Agreement upon written notice to the other Party.under any of the following conditions:
9.3 (1) Without prejudice to any other rights cause upon ninety (90) days written notice;
(2) In the event of the dissolution or remedies to which We liquidation of the party or You may be entitled, the filing by either party may terminate an Order of a voluntary petition in bankruptcy, or this Agreement without liability failure by either party promptly to the other at remove any time with immediate effect upon written notice if the other party:
a. is in material breach execution, garnishment or attachment of any of such consequences as will impair its ability to carry out its obligations under this Agreement, or the Agreement commission by either party of any act of bankruptcy, or adjudication of either party as a bankrupt, or an Order andassignment by either party for the benefit of its creditors, in or the case entry by either party into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a breach petition applicable to either party in any proceeding for its reorganization instituted under the provisions of the general bankruptcy act and any similar bankruptcy act which is capable of remedymay hereafter be enacted, fails to remedy such breach within upon thirty (30) days written notice;
(3) If either party assigns or attempts to assign its obligations under this Agreement (whether voluntary or involuntary), by operation of notice law or otherwise, subject to Section 14 hereof, then and in any event, continuation of this Agreement shall require the breachexplicit written approval of both parties. If both parties do not so approve within sixty (60) days following the event requiring such approval, then upon thirty (30) days written notice; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up(4) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 that a Certificate of Need is required under any federal or You terminate an Order state law, rule or regulation for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; this Agreement, or if Hospital's license is terminated or similarly adversely affected under any federal or state law, upon thirty (ii30) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date days written notice or by operation of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the terminationlaw, cancellation or expiration of the Agreement whichever first occurs.
Appears in 1 contract
Sources: Agreement for in Hospital Dialysis Services (Dialysis Corp of America)
Term and Termination. 9.1 Each Order for This Agreement (including Exhibits II and III) shall commence on the date of its execution. Unless sooner terminated, as permitted by this Agreement, including Section 2.1(b) of Exhibit III, the Manufacturing Services shall take effect on the Order date and remain in full force and effect until any agreed end date specified for an initial term of four (4) years from the Post-Launch Date (as such term is defined in Exhibit III and as more fully described in Section 2.1(b) of Exhibit III) , or such other time as the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms.
9.2 Unless otherwise stated in an Order, each Order for parties hereto shall mutually agree. The Initial Services may be terminated for convenience from time to time, in whole or in part, by Medicis upon thirty days written notice to AAI or by AAI in accordance with Section 7 hereof. Exhibits II and III and this Agreement to the extent related thereto, may also be terminated as follows:
(a) by mutual agreement of the Parties;
(b) by either Party by providing thirty (30) days’ prior written notice to the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, upon the occurrence of either party may terminate an Order or this Agreement without liability to of the other at any time with immediate effect upon written notice if the other partyfollowing events:
a. (i) either Party is in material breach of any of its obligations under the this Agreement or an Order and, in the case of a breach which is capable of remedy, and fails to remedy cure such breach within thirty (30) days *** after receipt of written notice of from the other Party identifying the breach; or;
b. voluntarily files a petition under bankruptcy (ii) either Party enters into bankruptcy, whether voluntary or insolvency law; involuntary, has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; appointed, becomes subject to an administration order; insolvent, enters into any voluntary arrangement with its creditors; , takes or suffers any similar action in consequence of debt or ceases or threaten threatens to cease to carry on businessits business as usual or permits the entry of an order adjudicating it to be bankrupt or insolvent and such order is not discharged within ***; or is subject to any analogous event or proceeding in any applicable jurisdictionor
(iii) as permitted by Section 17.5 hereof.
9.4 In the event We terminate an Order pursuant (c) Any termination or expiration of this Agreement shall not affect any outstanding obligations or payments due hereunder prior to Section 9.3 such termination or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) expiration, nor shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on it prejudice any other Order remedies that the Parties may have under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .
Appears in 1 contract
Term and Termination. 9.1 Each Order for Services 8.1 This Agreement shall take effect come into force on the Order date 21st day of February 2012 and, subject to earlier termination pursuant to clauses 12.4, 8.2 or 8.3 below, shall continue in force for a period of five (5) Years ("Term") with an option to renew for a further term of four (4) Years but the price, specifications, and remain in effect until any agreed end date specified in quantity of the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these TermsProducts to be supplied by the Supplier to the Customer shall be negotiated by the parties on a yearly basis.
9.2 Unless otherwise stated in an Order, each Order for Services 8.2 Either party may be terminated for convenience terminate this Agreement forthwith by either Party by providing thirty (30) days’ prior giving written notice to the other Party.in any of the following events:
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice (A) if the other party:
a. is in party commits any material breach of any of its obligations under the terms and conditions of this Agreement or an Order and, in the case of a and fails to remedy that breach which is (if capable of remedy, fails ) within one month after notice from the other party requiring it to remedy such breach within thirty (30) days of notice be remedied and giving full particulars of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; (B) if the other party has a receiver or administrative receiver appointed over winding up petition presented against it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into liquidation whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation with the prior approval of the other party), or compounds with or makes any voluntary arrangement with its creditors or makes a general assignment for the benefit of its creditors; , or if it has a receiver, manager, administrative receiver or administrator appointed over the whole or substantially the whole of its undertaking or assets, or if it has an administration petition presented or administration application made against it or a notice of intention to appoint an administrator has been given to any person or if it ceases or threaten threatens to cease to carry on its business; , or is subject to makes any material change in its business, or if it suffers any analogous event or proceeding in process under any applicable jurisdictionforeign law.
9.4 In 8.3 Either Party is at liberty to terminate the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 Agreement without any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return liability whatsoever to the other all papers, materials, Confidential Information and other properties Party if the review of the other held by it Specifications (as ascribed in connection with clause 3.3 hereto); or the performance of Pricing (as ascribed in clause 5.2 hereto) is not agreed between the Services; (ii) You shall promptly pay Us for all Services provided Supplier and Fees and expenses due up the Customer in writing at least 60 days prior to the date end of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement each Year.
Appears in 1 contract
Sources: Supply Agreement (Stevia Corp)
Term and Termination. 9.1 Each Order for Services shall take effect 15.1 This agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Order date Effective Date and remain in effect until any agreed end date specified in shall either:
15.1.1 continue for the Order or until all Services under such Order have been providedInitial Term and thereafter for successive Renewal Periods, unless terminated sooner either party gives the other party notice of termination, in accordance with these Termswriting, at equal in length to the Notice Period before the end of the Initial Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or
15.1.2 where there is a Termination Date, expire automatically on that date.
9.2 Unless otherwise stated 15.2 Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if:
15.2.1 the Customer fails to pay any amount due under this agreement on the due date for payment;
15.2.2 the Customer repeatedly breaches any of the terms of this agreement in an Ordersuch 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; or
15.2.3 there is a change of control of the Customer.
15.3 Without affecting any other right or remedy available to it, each Order for Services either party may be terminated for convenience terminate this agreement with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.party if:
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to 15.3.1 the other at any time with immediate effect upon written notice if the other party:
a. is in party commits a material breach of any other term of its obligations under the Agreement this agreement which breach is irremediable or an Order and, in the case of a (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) a period of 5 days after being notified in writing to do so;
15.3.2 the other party suspends, or threatens to suspend, payment of notice its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the breach; orInsolvency Act 1986;
b. voluntarily files 15.3.3 the other party commences negotiations with all or any class of its creditors with a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or view to rescheduling any of its assets; passes debts, or makes a resolution proposal for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary compromise or arrangement with its creditors; ceases creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or threaten to cease to carry on business; more other companies or the solvent reconstruction of that other party;
15.3.4 a petition is subject to any analogous event filed, a notice is given, a resolution is passed, or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 order is made, for or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance 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;
15.3.5 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;
15.3.6 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;
15.3.7 a person becomes entitled to appoint a receiver over the assets of the Servicesother party or a receiver is appointed over the assets of the other party;
15.3.8 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 the other party's assets and such attachment or process is not discharged within 14 days;
15.3.9 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 any of the events mentioned in clause 15.3.1 to clause 15.3.8 (inclusive); or
15.3.10 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
15.4 On termination of this agreement for any reason:
15.4.1 all licences granted under this agreement shall immediately terminate;
15.4.2 each party shall return and make no further use of any equipment, property, Documentation and other items (iiand all copies of them) You shall promptly pay Us for all Services provided and Fees and expenses due belonging to the other party; and
15.4.3 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination; and (iii) neither party shall have , including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in this Section and in such Sections breach of the Agreement agreement which by their nature would continue beyond existed at or before the termination, cancellation date of termination shall not be affected or expiration of the Agreement prejudiced.
Appears in 1 contract
Sources: Saas Agreement
Term and Termination. 9.1 Each Order 8.1 This Agreement shall be effective from the Effective Date and shall continue in force until the parties have discharged all their obligations under it unless:
(a) the Overarching Agreement is terminated for Services any reason, in which case this agreement shall take effect on terminate immediately and automatically, without further action being necessary by the Order date Parties, and remain in effect until without payment of any agreed end date specified in compensation or damages;
(b) if the Order Commissioner so elects, to transfer, assign or until all Services novate this Agreement to the Commissioner or a new provider without any payment of compensation or damages; or
(c) this agreement is terminated by one of the parties under such Order have been provided, unless terminated sooner in accordance with these Termsclause 8.3.
9.2 Unless otherwise stated in an Order8.2 Spectrum may terminate this Agreement if it is required to terminate the Overarching Agreement (since by that agreement it takes on some of the rights and responsibilities of the Commissioner).
8.3 Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, each Order for Services may be terminated for convenience by either Party may terminate this Agreement with immediate effect by providing thirty (30) days’ prior giving written notice to the other Party.Party if:
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to (a) the other at any time with immediate effect upon written notice if the other party:
a. is in material Party commits a breach of any material term of its obligations this Agreement (other than failure to pay any amounts due under the Agreement or an Order and, in the case of a this Agreement) and (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty a period of 21 days after being notified in writing to do so;
(30b) days of notice the other Party repeatedly breaches any of the breach; orterms 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;
b. voluntarily files (c) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇;
(d) the other Party commences negotiations with all or any class of its creditors with a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or view to rescheduling any of its assets; passes debts, or makes a resolution proposal for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary compromise or arrangement with its creditors; ceases creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or threaten to cease to carry on business; more other companies or the solvent reconstruction of that other Party;
(e) a petition is subject to any analogous event filed, a notice is given, a resolution is passed, or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 order is made, for or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance winding up of that other Party (being a company) 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 (being a company);
(g) the holder of a qualifying floating charge over the assets of that other Party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over the assets of the Services; other Party or a receiver is appointed over the assets of the other Party;
(iii) You shall promptly pay Us for all Services provided 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 the other party's assets and Fees and expenses due up to the date of termination; and such attachment or process is not discharged within 14 days;
(iiij) neither party shall have any further right event occurs, or obligation proceeding is taken, with respect to the other except as set out Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.3(c) to clause 8.3(i) (inclusive);
(k) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(l) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010); or
(m) any warranty given in this Section Agreement or by virtue of clause 4 of this Agreement by the Provider to Spectrum under the Overarching Agreement is found to be untrue or misleading.
8.4 The parties acknowledge and in such Sections agree that any breach of clauses 4, 5 and 9 shall constitute a breach of a material term for the Agreement which by their nature would continue beyond the termination, cancellation or expiration purposes of the Agreement this clause.
Appears in 1 contract
Sources: Contract Relating to the Provision of Emergency Hormonal Contraception (Ehc) in Pharmacies
Term and Termination. 9.1 Each Order for Services 6.1 This Agreement shall take effect on the Order date of execution of this Agreement and shall remain in full force and effect until any agreed end date specified in the Order or until all Services under such Order have been provided, for five (5) years unless terminated sooner in accordance with these Termspursuant to Clause 6.2., and shall at the election of Flying Cloud be extendable at any time by means of a written notice to Jurun for a further five (5) years, or such lesser period as determined by Flying Cloud.
9.2 Unless otherwise stated in an Order, each Order for Services 6.2 This Agreement may be terminated for convenience by:
(a) Flying Cloud giving written notice to Jurun if Jurun has committed a material breach of this Agreement (including but not limited to the failure by Jurun to pay the Services Fee) and such breach, if capable of remedy, has not been so remedied within, in the case of breach of a non-financial obligation, 14 days, following receipt of such written notice;
(b) either Party by providing thirty (30) days’ prior giving written notice to the other PartyParty if the other company becomes bankrupt or insolvent or is the subject of proceedings or arrangements for liquidation or dissolution or ceases to carry on business or becomes unable to pay its debts as they come due;
(c) either Party giving written notice to the other Party if, for any reason, the operations of Flying Cloud are terminated;
(d) the election of Flying Cloud with or without reason.
9.3 Without prejudice 6.3 Any Party electing properly to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without pursuant to Clause 6.2 shall have no liability to the other at Party for indemnity, compensation or damages arising solely from the exercise of such right. The expiration or termination of this Agreement shall not affect the continuing liability of Jurun to pay any time with immediate effect upon written notice if the Upfront Fee or Services Fees already accrued or due and payable to Flying Cloud. Upon expiration or termination of this Agreement, all amounts then due and unpaid to Flying Cloud by Jurun hereunder, as well as all other party:
a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have amounts accrued but not yet called off all Services
9.5 Termination of any Order payable to Flying Cloud by Company, shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return forthwith become due and payable by Jurun to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of terminationFlying Cloud; and (iii) neither party Jurun shall have any further right without let or obligation with respect to hindrance transfer or assign the other except copyright for Serica for the PRC as set out in this Section and in such Sections of the Agreement which directed by their nature would continue beyond the termination, cancellation or expiration of the Agreement Flying Cloud.
Appears in 1 contract
Term and Termination. 9.1 Each Order for Services 24.1 This Agreement shall take effect come into force on the Order date Effective Date and shall remain in full force and effect until any agreed end date specified in the Order or until all Services under such Order have been provided, End Date unless terminated sooner earlier in accordance with these Termsits terms (the “Term”).
9.2 Unless otherwise stated in an Order24.2 Without prejudice to its other rights and remedies, each Order for Services may be terminated for convenience by either Party may, by providing thirty (30) days’ prior written notice to the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other partyimmediately if:
a. is in (A) that other Party commits a material breach of any of its obligations under the this Agreement or an Order and, in the case of a where such breach which is capable of remedy, fails to remedy such breach the same within thirty (30) days after receipt of a written notice from the terminating Party giving particulars of the breachbreach and requiring it to be remedied; or
b. voluntarily files (B) any step, application, order, proceeding or appointment is taken or made by or in respect of that other Party for a petition distress, execution, composition or arrangement with creditors, winding up, dissolution, administration, receivership (administrative or otherwise) or bankruptcy, of if that other Party is unable to pay its debts or if any event occurs which, under bankruptcy the applicable law of any jurisdiction to which it is subject, has an effect similar to that of any of the events referred to in this Clause 24.2(B).
24.3 Without prejudice to Clause 24.2 above, by notice in writing to the Supplier at any time, Prestige may terminate this Agreement in part and solely to the extent of the individual Product or insolvency law; has a receiver or administrative receiver appointed over it Products affected, if:
(A) Prestige or any of its assets; passes Affiliates disposes of its rights (including, without limitation, any Intellectual Property, Product Licences, or other property relating to the Product) with respect to such Product;
(B) significant or repeated quality issues arise in relation to the Manufacture of such Product under this Agreement which have a resolution for winding-up) or a court material effect on the supply of competent jurisdiction makes an order such Product hereunder, including but not limited to that effectProduct:
(i) not being Manufactured to the relevant Specifications and/or the requirements of the Manufacturing and/or Product Licence;
(ii) containing any new or unknown impurities, including new or unknown related substances;
(iii) containing any known impurities over the limits referred to in the Quality Agreement and/or in such quantity that is not permitted by Applicable Laws;
(iv) being found to be potentially hazardous; becomes subject and/or
(v) being found to an administration order; enters into any voluntary arrangement with cause adverse reactions in a patient or consumer;
(C) regulatory issues arise, including, without limitation, the withdrawal of the Product Licence or Manufacturing Licence, or there are other regulatory considerations which materially affect the Manufacture and/or sale of such Product;
(D) such Product is withdrawn from the market for safety, quality or regulatory reasons;
(E) the Supplier (or its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding Affiliates) in any applicable jurisdiction.
9.4 In way challenges Prestige’s ownership of, or right to use, the event We terminate an Order pursuant to Section 9.3 Prestige Intellectual Property or You terminate an Order for convenience infringes Prestige’s Intellectual Property (including without limitation, using such Intellectual Property other than in accordance with Section 9.2 any prepaid Service Fees (the licence granted in whatever form including without limitation in the form of allotments/contingentsClause 3.3) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to such Product; and/or
(F) there is a material disruption in the other except as set out in supply of such Product.
24.4 Without prejudice to Clauses 24.2 and 24.3 above or any accrued obligations, Prestige shall be entitled to withdraw any Product from the market at any time during this Section and in Agreement such Sections that Prestige shall be released from all future obligations or liabilities relating to such Product during such period of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement withdrawal.
Appears in 1 contract
Sources: Transitional Manufacturing and Supply Agreement (Prestige Brands Holdings, Inc.)
Term and Termination. 9.1 Each Order for Services The term of this Agreement shall take effect be eight years, subject to earlier termination or extension as provided below ("Term"). This Agreement shall be terminated as follows (the date of any such termination referred to as the "Termination Date"):
a. Automatically on the Order eighth anniversary of the date and remain in effect until hereof without any agreed end date specified notice or other action required (subject to the last sentence of this Section 4.1);
b. By RHAC if pursuant to a final, nonappealable order of a court or other governmental agency having jurisdiction over RHAC or ▇▇▇▇▇▇, it is determined that ▇▇▇▇▇▇ is not legally able to provide, or RHAC is not legally able to accept, those Services described herein which generally involve access to competitive or strategic data;
c. By ▇▇▇▇▇▇ or RHAC in the Order event of a material breach by the other party of any provision of this Agreement including, without limitation, rejection of this Agreement in a proceeding under the Bankruptcy Act of 1978, as amended (or any other law relating to bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement or winding-up or composition or readjustment of debts), which breach is not remedied by the breaching party within 30 days after receipt of written notice thereof (a "Notice of Breach") from the terminating party;
d. Automatically upon closing following the exercise of the Option as such term is defined in that certain Put/Call Agreement of even date herewith (the "Put/Call Agreement");
e. At the option of RHAC, upon transfer of beneficial ownership of or control over any shares of common stock or preferred stock of RH Holdings (or any immediate or remote parent entity holding such shares) held by ▇▇▇▇▇▇ or its affiliates to any person other than ▇▇▇▇▇▇ or its affiliates; and
f. At the option of RHAC, if ▇▇▇▇▇▇ or any of its current or future Affiliates (as hereinafter defined) or successors owns, operates or controls any Nearby Property (as hereinafter defined) on or after the date that is twelve months after the Affiliation Date (as hereinafter defined). Notwithstanding the foregoing, this Agreement shall not automatically terminate pursuant to clause a. above and shall continue indefinitely until all Services under such Order terminated by RHAC if there shall have been provided, unless terminated sooner in accordance with these Terms.
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience a default by either Party by providing thirty (30) days’ prior written notice to the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
a. is in material breach of any ▇▇▇▇▇▇ of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotmentsPut/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Call Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .
Appears in 1 contract
Term and Termination. 9.1 Each Order This Agreement shall remain effective from the Effective Date for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order three (3) years or until all Services terminated as provided under such Order have been provided, unless terminated sooner this Agreement. This Agreement shall not auto-renew but the Parties may mutually agree in accordance with these Termswriting to renew it at any time.
9.2 Unless otherwise stated in an OrderEither Party may, each Order without cause or for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior convenience, terminate any SOW and/or this Agreement upon written notice of one hundred and eighty (180) days to the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party Either Party may terminate an Order or this any SOW and/or the entire Agreement without liability upon written notice to the other at any time with immediate effect upon written notice if in the event that: (a) the other party:
a. is in Party commits a material breach of any of its obligations under the Agreement or an Order and, in the case Statement of a breach which is capable Work (including non-payment of remedy, undisputed invoices by Company) and fails to remedy cure such breach default to the non-defaulting Party’s reasonable satisfaction within thirty (30) days after receipt of notice notice; or (b) the other Party becomes insolvent or bankrupt, assigns all or a substantial part of its business or assets for the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has benefit of creditors, permits the appointment of a receiver for its business or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; , becomes subject to an administration order; enters into any voluntary arrangement with its legal proceeding relating to insolvency or the protection of creditors; ’ rights or otherwise ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding conduct business in any applicable jurisdictionthe normal course.
9.4 In Each Party has the right to terminate this Agreement if there exists a series of three (3) or more material breaches of the same breach that are cured within the permissible periods, or non-material persistent breaches, of the Agreement that in the aggregate constitute a material breach and provided the non-breaching party has provided written notice of such non-material breaches, and the breaching party has not cured such breaches by the applicable cure period. Any termination right exercised under this Section 9.4 shall be exercised within three (3) months of the last breach triggering a termination right hereunder.
9.5 Except in the event We terminate of termination for cause, upon termination of the Agreement or an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees SOW hereunder, Company shall pay Wipro: (in whatever form including without limitation 1) all undisputed fees as specified in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees SOW and expenses due up to the effective date of the termination, including work in progress, plus fees for the applicable notice period for Wipro’s services during such period; and (iii2) neither party any termination charges agreed to in the applicable SOW. If this Agreement is terminated before all SOWs executed hereunder are terminated or completed, the terms of this Agreement shall have any further right remain in full force until the termination or obligation with respect to the other except as set out in this Section and in completion of such Sections Statements of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Work.
Appears in 1 contract
Sources: Master Services Agreement
Term and Termination. 9.1 10.1 Each Order for Services shall take effect on the Order date Date and remain in effect until any agreed end date specified in the Order or until delivery of all Services under such contemplated by the Order have been providedare completed, unless terminated sooner in accordance with these Terms.
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party.
9.3 10.2 Without prejudice to any other rights or remedies to which We or You may be entitled, either party You or We may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
a. 10.2.1 is in material breach of any of its obligations under these Terms or the Agreement or an applicable Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of following notice of the breach; or
b. 10.2.2 voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; if the other party becomes subject to an administration order; order or enters into any voluntary arrangement with its creditors; creditors or ceases or threaten threatens to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 10.3 Unless otherwise stated in an Order, each Order may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party.
10.4 In the event We terminate an Order pursuant to Section 9.3 10.2 or You terminate an Order for convenience in accordance with Section 9.2 10.3 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-non- refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On 10.5 Upon expiry or termination of an Order or this Agreement for any reason: (i) the Order
10.5.1 each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) ;
10.5.2 You shall promptly pay Us for all Services provided and Fees and expenses due up to the the date of termination; and (iii) and
10.5.3 neither party shall have any further right or obligation with respect to the other except as set out in this Section 10 and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Agreement.
Appears in 1 contract
Sources: Professional Services
Term and Termination. 9.1 Each Order for Services 11.1 This Agreement shall take effect become effective on the Order Effective Date. Unless sooner terminated as provided for below, this Agreement shall continue in effect, on a country-by-country basis, (a) until the expiration of the last to expire of any Patent Rights or (b) ten (10) years from the date of the first commercial sale in countries where no Patent Rights exist.
11.2 Licensee shall have the right to terminate this Agreement in whole or in part anytime after three (3) years from the Effective Date by giving Northwestern sixty (60) days written notice.
11.3 Subject to Licensee’s right to notice and remain in effect until any agreed end date a cure period as specified in Section 11.7, Northwestern shall have the Order right to terminate or until all Services under such Order have been providedrender this license non-exclusive at any time after three (3) years from the Effective Date if, unless in Northwestern’s reasonable judgment, Licensee has breached any of its obligations hereunder.
11.4 This Agreement shall be terminated sooner immediately and shall be of no further force and effect if Licensee fails to make the payment of the license fee required by Section 1(b) of Exhibit C.
11.5 The provisions of Article III (Confidentiality), Article V (Payments), Article VI (Payments, Reports and Records), Article X (Product Liability) and Article XIII (Dispute Resolution) shall survive termination or expiration of this Agreement in accordance with these Termstheir terms.
9.2 Unless otherwise stated 11.6 If (1) Licensee makes any general assignment for the benefit of its creditors; (2) a petition is filed by or against Licensee, or any proceeding is initiated against Licensee as a debtor, under any bankruptcy or insolvency law, unless the laws then in an Ordereffect void the effectiveness of this provision; or (3) a receiver, each Order for Services trustee, or any similar officer is appointed to take possession, custody, or control of all or any part of Licensee’s assets or property, then Northwestern may be terminated for convenience immediately terminate the license granted by this Agreement upon written notice to Licensee of such termination.
11.7 If either Party breaches any material obligation imposed by providing thirty (30) days’ prior this Agreement, then the other Party may at its option, send a written notice to the Party in breach that it intends to terminate the license granted by this Agreement. If the Party in breach does not cure the breach within ninety (90) days from the notice date, then the other PartyParty shall have the right to terminate the license granted immediately upon the date of mailing of a written notice of termination to the Party in breach.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or 11.8 Upon termination of this Agreement without liability for any cause, nothing herein shall be construed to release either Party of any obligation that has matured prior to the other at any time with immediate effect upon written notice if effective date of such termination. Licensee may, after the other party:
a. is in material breach date of any of its obligations under the Agreement or an Order andsuch termination, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over sell all Licensed Products that it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry may have on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as hand at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under termination, provided that it pays the earned royalty thereon as provided in this Agreement.
9.6 On 11.9 In the event of termination for breach by Licensee, Licensee agrees to no longer use any of the Patent Rights or Know-How under which it has been granted a license, and will turn over and assign to Northwestern its Regulatory Approvals and data and material related to price and Regulatory Approvals at no charge with the right to sublicense.
11.10 Upon termination of an Order or this Agreement for Agreement, any reason: (i) each party and all existing sublicense agreements shall be immediately return assigned to Northwestern, and Northwestern agrees to keep them in force to the other all papers, materials, Confidential Information and other properties extent that Northwestern is capable of the other held by it performing as a licensor in connection with the performance place of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Licensee.
Appears in 1 contract
Sources: License Agreement (Catalyst Pharmaceutical Partners, Inc.)
Term and Termination. 9.1 Each Order for Services 18.1 These Conditions shall take effect commence on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless Commencement Date. Unless terminated sooner earlier in accordance with this clause 18, these Terms.
9.2 Unless otherwise stated Conditions remain in an Order, each Order force for Services may be terminated for convenience by the Initial Term and thereafter shall continue until either Party by providing thirty (30) days’ prior party gives not less than 30 days written notice to the other Partyparty, to terminate these Conditions. For the avoidance of doubt, no notice to terminate shall be given during the Initial Term.
9.3 18.2 Without prejudice to any rights that have accrued under these Conditions or any of its rights or remedies, the Customer may terminate these Conditions on giving not less than 120 days' written notice to the Supplier, provided that on any such termination it shall, without prejudice to any accrued rights or obligations as at that time, be obliged to pay termination compensation to the Supplier (‘Termination Compensation’) calculated as the balance of all Fees due under the Contract, calculated from the date of the Customer’s written notice to terminate under this clause 18.2 until the end of the Initial Term.
18.3 Without prejudice to any other rights right or remedies remedy available to which We or You may be entitled, either party it the Supplier may terminate an Order or this Agreement without liability to the other at any time these Conditions with immediate effect upon by giving written notice if to the other partyCustomer if:
a. is (a) the Customer fails to pay any amount due under these Conditions on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
(b) the Customer commits a material breach of any term of its obligations under the Agreement or an Order and, in the case of a these Conditions and (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty a period of 30 days after being notified in writing to do so;
(30c) days the Customer breaches any of the terms of clause 16;
(d) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(e) the Customer commences negotiations with all or any class of its 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 the Customer with one or more other companies or the solvent reconstruction of the Customer;
(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 Customer other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(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 breachCustomer;
(h) the holder of a qualifying floating charge over any of the assets of the Customer has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over any of the assets of the Customer or a receiver is appointed over any of the assets of the Customer;
(j) a creditor or encumbrancer of the Customer 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 the Customer’s assets and such attachment or process is not discharged within 14 days;
(k) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 18.3(d) to clause 18.3(i) (inclusive);
(l) the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
b. voluntarily files (m) there is a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any change of its assets; passes a resolution for winding-up) or a court control of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionthe Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).
9.4 In the event We 18.4 The party not affected by a continuing Force Majeure Event may terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience these Conditions in accordance with Section 9.2 clause 19.1.
18.5 Any provision of these Conditions which expressly or by implication is intended to come into or continue in force on or after expiry or termination of these Conditions shall remain in full force and effect.
18.6 Expiry or termination of these Conditions for any prepaid Service Fees reason shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at expiry or termination.
18.7 On expiry or termination of these Conditions for any reason:
(a) the Supplier shall immediately cease provision of the Services;
(b) (subject to clause 18.8) each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party and the Customer shall cease to use any IP address licensed to the Customer by the Supplier pursuant to clause 15.3; and
(c) if the Supplier receives, no later than ten days after the Commencement Date of the expiry or termination of these Conditions for any reason, a written request for the delivery to the Customer of the most recent backup of the Customer Data and such request is, where relevant, in whatever form including without limitation accordance with clause 6.4(f), the Supplier shall use reasonable commercial endeavours to deliver the backup to the Customer within 30 days of its receipt of such a written request in the form of allotments/contingentsformat stored or in a format as otherwise reasonably requested by the Customer, provided that the Customer has at that time paid all fees and charges outstanding at (and including any resulting from) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as expiry or termination (whether or not due at the date of termination You have not yet called off expiry or termination). Once such ten-day period has expired or the Supplier has, at the Customer's request, delivered to the Customer the most recent backup of the Customer Data (as applicable), the Supplier shall (subject to clause 18.8) promptly expunge from the Supplier's System and otherwise destroy or dispose of all Services
9.5 Termination of any Order the Customer Data in its possession or control. The Customer shall have no effect on any other Order under this Agreementpay all reasonable costs and expenses incurred by the Supplier in returning and disposing of Customer Data and expunging it from the Supplier's System.
9.6 On termination of an Order 18.8 If a party is required by any law, regulation, or this Agreement for government or regulatory body (Regulatory Requirement) to retain any reason: (i) each party documents or materials which it would otherwise be obliged to return or destroy under clause 18.7(c), it shall immediately return to notify the other all papersparty in writing of such retention, materials, Confidential Information and other properties giving details of the other held documents or materials that it must retain. Clause 16 shall continue to apply to any such retained documents and materials for as long as any such requirement continues in force, subject to any disclosure mandated by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Regulatory Requirement.
Appears in 1 contract
Sources: Managed Services Agreement
Term and Termination. 9.1 Each Order for Services 15.1 Subject to Clauses 15.2 to 15.55, this Licence shall take effect on commence upon the Order date Start Date of the Order, and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedshall continue, unless terminated sooner earlier in accordance with these Termsthis Clause 15, until the expiry of the Subscription Period.
9.2 Unless otherwise stated in an Order15.2 The Institution shall have the right to terminate this Licence during the Subscription Period, each Order for Services may be terminated for convenience by either Party by providing thirty giving not less than 60 (30sixty) days’ prior written notice to the Publisher, such notice to expire on at the end of the relevant Subscription Year.
15.3 Without affecting any other right or remedy available to it, either party may terminate this Licence with immediate effect by giving written notice to the other Party.party if:
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to 15.3.1 the other at any time with immediate effect upon written notice if the other party:
a. is in material breach of any of party becomes insolvent, admits insolvency or a general inability to pay its obligations under the Agreement or an Order anddebts as they become due, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has appointed a receiver or administrative receiver appointed over it or over any part of its undertaking or assets; , passes a resolution for winding-up) winding up other than a bona fide plan of solvent amalgamation or reconstruction, files a court of competent jurisdiction makes petition for protection under any applicable bankruptcy code, or has filed against it or becomes subject to an insolvency petition in bankruptcy or an order to that effect;
15.3.2 the other party commits a material or persistent breach of any term of this Licence which breach is irremediable or, if such breach is remediable, fails to remedy that breach within a period of sixty (60) days after being notified in writing to do so.
15.4 Without affecting any other right or remedy available to it, the Institution may terminate this Licence with immediate effect by giving written notice to the Publisher if the Publisher:
15.4.1 has committed a breach of Clause 5 and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so; becomes subject or
15.4.2 is no longer entitled to make the Licensed Material available for access and Permitted Use by the Institution and Authorised Users.
15.5 Without affecting any other right or remedy available to it, the Publisher may terminate this Licence with immediate effect by giving written notice to the Institution if the Institution:
15.5.1 fails to pay any undisputed amount due under this Licence on the due date for payment and remains in default for not less than sixty (60) days after being notified in writing to make such payment;
15.5.2 wilfully and repeatedly infringes, or wilfully permits Authorised Users repeatedly to infringe, the copyright in the Licensed Material;
15.5.3 has committed a breach of Clause 4 (Restrictions) or Clause 8.1 (Responsibility of Institution) and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so; or
15.5.4 if any licensor or other owner of any rights in any Licensed Material relevant to the licenses or rights granted under this Licence transfers or grants any rights inconsistent with the Institution’s rights under this Licence.
15.6 For the avoidance of doubt the Institution shall not be deemed to be in breach of this Licence on the grounds that an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject act of an Authorised User, if carried out by the Institution, would have been a breach of this Licence, without prejudice to any analogous event or proceeding in any express obligations applicable jurisdiction.
9.4 In to the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order Institution under this AgreementLicence.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .
Appears in 1 contract
Sources: Journals Licence Agreement
Term and Termination. 9.1 Each Order for Services shall take effect This Agreement shall, unless otherwise terminated as provided in this clause 9, commence on the Order date Effective Date and remain shall continue for the Initial Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
(a) either party notifies the other party of termination, in effect until any agreed writing, at least 90 days before the end date specified of the Initial Term in which case this Agreement shall terminate on the Order or until all Services under expiry of the Initial Term; or
(b) either party notifies the other party of termination by giving the other not less than 90 days’ notice such Order have been provided, unless notice to expire at the end of the then current Renewal Period in which case this Agreement shall terminate upon the expiry of such notice; or
(c) otherwise terminated sooner in accordance with these Termsthe provisions of this Agreement; and the Initial Term together with any subsequent Renewal Periods shall constitute the Term.
9.2 Unless otherwise stated in an OrderWithout affecting any other right or remedy available to it, each Order for Services either party may be terminated for convenience terminate this Agreement with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Partyparty if:
(a) the other party commits a material breach of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so;
(b) the other party 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;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(d) the other party commences negotiations with all or any class of its 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 person becomes entitled to appoint a receiver over the assets of the other party or 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 the other party's assets and such attachment or process is not discharged within 14 days;
(j) 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 any of the events mentioned in clause 9.2(c) to clause 9.2(i) (inclusive); or
(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party IMImobile may terminate an Order or this Agreement without liability immediately by notice in writing to the other at Customer in the event a Channel introduces any time with immediate effect upon written notice if charges or fees for the other partysending of Messages through that Channel or otherwise makes the use of that Channel uneconomic and the Customer does not agree either to:
a. is in material breach (a) the immediate withdrawal of any of its obligations under that Channel from the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breachService; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any (b) an increase in the Fees to reflect the increased costs to IMImobile of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order continuing to provide Messages through that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionChannel.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: :
(ia) all licences granted under this Agreement shall immediately terminate;
(b) each party shall immediately return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other all papers, materials, Confidential Information and other properties party;
(c) IMImobile may destroy or otherwise dispose of any of the other held by it Customer Data in connection with its possession unless IMImobile receives, no later than ten days after the performance effective date of the Servicestermination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. IMImobile 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 charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by IMImobile in returning or disposing of Customer Data; and
(iid) You shall promptly pay Us for all Services provided and Fees and expenses due any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination; and (iii) neither party shall have , including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in this Section and in such Sections breach of the Agreement agreement which by their nature would continue beyond existed at or before the termination, cancellation date of termination shall not be affected or expiration of the Agreement prejudiced.
Appears in 1 contract
Sources: Master Services Agreement
Term and Termination. 9.1 6.1. This Agreement commences on the Effective Date. This Agreement shall continue until all Order Forms are terminated or expire. Neither party may terminate the Agreement without cause prior to the expiry of the Initial Term of each Order Form.
6.2. Each Order for Services Form shall take effect commence on the Effective Date set out in each Order date and remain in effect until any agreed end date specified in Form. At the expiry of the Initial Term of each Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms.
9.2 Unless otherwise stated in an OrderForm, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party.Form will automatically renew
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either 6.3. Either party may terminate an Order or this Agreement Form without liability to cause, by giving the other at least 90 days notice in writing prior to the start of a Renewal Term, where such notice shall take effect no earlier than the end of the Initial Term set out on such Order Form.
6.4. Termination of any time individual Order Form, in whole, or in part shall not affect the Term of the Agreement which shall continue unaffected until all Order Forms are terminated or expire.
6.5. The Company may terminate the Agreement or any Order Form, in whole, or in part or the provision of any Services or Solution with cause, with immediate effect upon written notice if:
6.5.1. The Customer, Affiliate or an Authorised User has used or permitted use of the Services or Solution other than in accordance with the terms of this Agreement; or
6.5.2. The Company is prohibited under applicable law, or otherwise from providing the Services or Solution.
6.6. Either party may terminate this Agreement and all Order Forms immediately, with cause, if the other party:
a. is 6.6.1. Ceases or threatens to cease or carry on business; or
6.6.2. Is unable to pay its debts or enters into compulsory insolvency or voluntary liquidation; or
6.6.3. Convenes a meeting of its creditors or has a receiver, manager or similar official appointed in respect of its assets; or
6.6.4. Has an administrator, receiver, manager or similar official appointed; or
6.6.5. Is affected by a similar event under the law of any other jurisdiction; or
6.6.6. A Force Majeure event lasts for more than 28 days.
6.7. Either party may terminate this Agreement or any Order Form, in whole, or in part for material breach of any of its obligations under term by giving the Agreement or an Order andbreaching party written notice. However, in where the case of a breach which is capable of remedy, provided that the breach is specified and remedy of the breach is requested, the notice shall only be effective if the breaching party fails to remedy such the breach within thirty (30) 10 days of notice receipt of the breach; ornotice.
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it 6.8. Termination of the Agreement or any Order Form for any reason shall not affect the accrued rights of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order the parties arising under the Agreement and in particular without limitation the right to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionrecover damages against the other.
9.4 In 6.9. Upon termination of the event We terminate an Agreement all Order pursuant to Section 9.3 Forms shall automatically terminate.
6.10. Termination (or You terminate an expiry of any individual Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingentsForms) shall be non-refundable not affect the Term of the Agreement or any other Order Forms which have not expired or terminated and We the Agreement and remaining Order Forms shall be continue unaffected.
6.11. Following termination of the Agreement, the Customer shall remain liable to pay any Fees set out in all Order Forms for the reminder of the current Initial Term or Renewal Term, unless the Company has terminated the Agreement under no obligation to refund to You any such prepaid Service Fees even where as at clauses 6.5 or 6.6 or the Customer has terminated the Agreement under clause 6.7. All licences granted under the Agreement shall terminate on the effective date of termination You have not yet called off and the Company shall:
6.11.1. Cease providing the Solution and Services to the Customer and immediately deactivate all ServicesCustomer accounts;
9.5 Termination 6.11.2. Within 30 days return all Customer Data stored in the Company’s database in its then current format, free of charge, if requested to do so by Customer. If Customer requires any Order shall have no effect Customer Data to be returned in a different format, Company reserves the right to charge for this additional service on any other Order under this a Time and Materials Basis; and
6.11.3. Be entitled to delete all Customer Data from its live systems 30 days after the effective date of termination of the Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .
Appears in 1 contract
Sources: Terms and Conditions
Term and Termination. 9.1 Each Order for Services 2.1 This Agreement shall take effect enter into force on the Order date Commencement Date and remain shall continue in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsforce for a period of [ TBC ] .
9.2 Unless otherwise stated in an Order2.2 Either Party may, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior upon written notice to the other Party.other, terminate the Agreement in the following circumstances:
9.3 Without prejudice to any other rights or remedies to which We or You may be entitleda) forthwith upon notice in writing , either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
a. is in material breach Party shall be unable to pay its debts within the meaning of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice section 570 of the breach; or
b. voluntarily files a petition under bankruptcy Companies Act, 2014 or insolvency law; has a receiver have an examiner or administrative receiver appointed over it the whole or any part of its assets; passes a resolution assets or go into liquidation (whether compulsory or voluntary) otherwise than for winding-up) the purposes of amalgamation or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into reconstruction or shall make any voluntary arrangement agreement with its creditors; ceases creditors or threaten to have any form of execution or distress levied upon its assets or cease to carry on business; or ;
b) the expiry of 30 days from the date of service of written notice from one Party specifying a breach by the other Party of a material obligation and requiring that the breach is subject to any analogous event or proceeding in any applicable jurisdictionremedied (if capable of remedy), provided that the breach is not remedied during such period;
c) the expiry of either Party’s Authorisation.
9.4 In 2.3 If either Party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either Party waives a breach of this Agreement that waiver is limited to that particular breach only.
2.4 Notwithstanding any other provision of the event We terminate an Order pursuant Agreement, if a Party fails to Section 9.3 or You terminate an Order for convenience pay a net balance due in accordance with Section 9.2 any prepaid the terms of the Agreement, the invoicing Party reserves the right forthwith upon notice in writing (such notice to be no less than fourteen days advance notice) to:
a) restrict or suspend the Service Fees (in whatever form including without limitation in and the form of allotments/contingents) non-breaching Party shall be non-refundable released from its obligation under this Agreement until any balance due is paid without affecting the non- breaching Party’s right to continue to send traffic to the defaulting Party; and/or
b) handle only calls that are billed to its own Customers, retain all revenue, and We continue such practice until payment of any outstanding balance due has been paid; and/or
c) terminate this Agreement without liability or right to compensation for the defaulting party.
2.5 Upon the termination of this Agreement each Party shall be under no obligation to refund to You any such prepaid Service Fees even where as at the other a fair and equitable proportion of those sums paid to the other Party under this Agreement which are periodic in nature and have been paid for a period extending beyond the date of termination You have not yet called off all Services
9.5 Termination of in order to balance any Order shall have no effect on any other Order under this Agreementover-payment.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .
Appears in 1 contract
Sources: Interconnect Agreement
Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified Unless otherwise is provided in the Order Agreement, the term of the Agreement is until further notice and at least for as long as there are any outstanding obligations for any of the parties. Any third party products rented through SWG shall be rented for the initial term agreed between the parties, or if no such agreement has been made for the initial term that the Customer has paid or agreed to pay for the third party license. The agreement concerning rental of such third party products shall thereafter continue in force for an indefinite period of time until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms.
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing party giving the other party a written notice period of thirty (30) days’ prior written notice . SWG may terminate the Agreement with immediate effect if the Customer fails to comply with any terms and conditions of the Agreement, including these T&C’s. If the Agreement is terminated any rights granted to the other Party.
9.3 Customer pursuant to the Agreement shall automatically cease and the Customer shall cease any and all use of licensed software etc. Without prejudice to any remedy it may have against the other rights party for breach or remedies to which We or You may be entitlednon-performance under the Agreement, either party may shall have the right to terminate an Order the Agreement with immediate effect:
(a) if the other party should commit or this Agreement without liability permit a breach or non-performance of material importance to the other at any time with immediate effect upon written notice if the other party:
a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails party and should fail to remedy such breach or non-performance within thirty (30) 30 days after receipt of notice of the breachwritten notice; or
b. voluntarily files a petition under bankruptcy (b) if the other party should enter into liquidation, either voluntary or insolvency law; has a receiver compulsory, or administrative receiver appointed over it become insolvent or any of its assets; passes a resolution for winding-up) enter into composition or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases corporate reorganisation proceedings or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall if execution be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect levied on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information goods and other properties effects of the other held party or the other party should enter into receivership. Notice of termination shall be given without undue delay after the circumstance constituting the breach was or should have been known to the aggrieved party. The provisions contained in the Agreement that are express or by it in connection with their sense and context are intended to survive the performance termination of the Services; Agreement, shall so survive, including but not limited to clauses 6 (iiConfidentiality), 7 (Limitation of liability) You shall promptly pay Us for all Services provided and Fees 11 (Disputes and expenses due up to the date of termination; and (iiigoverning law) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement these T&C’s.
Appears in 1 contract
Sources: General Terms and Conditions
Term and Termination. 9.1 Each Order a. The term of this Agreement shall be one (1) year from the Effective Date (the “Initial Term”) and be automatically renewed for Services successive one-year terms upon the same terms and conditions as set forth herein (the Initial Term, together with all renewal terms shall take effect on be referred to herein as the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided“Term”), unless terminated sooner in accordance with these Terms.
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing gives the other Parties at least thirty (30) days’ prior written notice of its intent not to renew the term hereof.
b. Either Party may terminate this Agreement or an SOW (except as set forth in such SOW) without cause upon sixty (60) days’ prior written notice to the other Party.Parties. Pursuant to SEC Release 34-85381, certain identified information has been excluded from this Exhibit because it is (i) not material and (ii) would be competitively harmful if publicly disclosed. 6
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party c. Either Party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reasonSOW: (i) each party shall immediately return as set forth in an SOW with regard to the other all papersthat SOW, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to in the date event of termination; and a [***], which [***], (iii) neither party shall have any further right or obligation with respect to effective immediately if the other except as set out Party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, assignment for the benefit of creditors, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other Party, and such proceeding is not dismissed within ninety (90) days.
d. The Mount Sinai Parties may terminate effective immediately if Sema4 experiences a change of control event where there is a change in this Section the individuals or entities with the power to direct the management and policies of Sema4, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise, and among other circumstances, if ISMMS’s ownership interest in such Sections Sema4 decreases to less than 51% of the Agreement which by their nature would continue beyond the termination, cancellation or expiration total outstanding shares of the Agreement Sema4’s voting securities.
Appears in 1 contract
Term and Termination. 9.1 Each Order for Services 14.1 The Term shall take effect commence on the Order date Commencement Date and remain continue in effect until any agreed end date specified in force for the Order or until all Services under such Order have been providedduration of the Term, unless earlier terminated sooner in accordance with these Termsthe provisions of this Clause 14.
9.2 Unless otherwise stated 14.2 Upon the expiry of the Term, the Company shall have the option to extend the Term for a further period of two years, on the same terms and conditions as this Agreement, save for pricing and services specifications which shall be mutually agreed between the Parties. Such option may be exercised by the Company no earlier than three (3) months and no later than one (1) month prior to the expiration of the Term.
14.3 The Company shall have the right to terminate this Agreement at any time during the Term by giving to the Contractor one (1) month’s prior notice in an Orderwriting.
14.4 Notwithstanding anything to the contrary contained herein, each Order for Party (“Non-Defaulting Party”) may at its sole discretion terminate this Agreement immediately with respect to any or all of the Services may be terminated for convenience by either Party by providing thirty (30) days’ prior giving written notice to the other Party (“Defaulting Party.
9.3 Without prejudice to ”) if: the Defaulting Party commits any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
a. is in material breach of any term of its obligations under the this Agreement or an Order andwhich, in the case of a breach which is if capable of remedy, fails to remedy is not remedied within seven (7) days from the date of service of the Non-Defaulting Party’s notice on the Defaulting Party specifying the breach and requiring such breach within thirty (30) days to be remedied;
14.4.1 where the Defaulting Party is the Contractor, the total amount of notice liquidated damages payable by the Contractor under Clause 10.1.2 amount to or are in excess of the breach; orfull amount of the Security Deposit;
b. voluntarily files a petition under bankruptcy 14.4.2 any mortgagee, chargee or insolvency law; has encumbrancer takes possession or a receiver or administrative receiver is appointed over it any part or all of the undertaking or property or assets of the Defaulting Party;
14.4.3 the Defaulting Party makes any of voluntary arrangement with its assets; passes a resolution for winding-up) creditors or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into ;
14.4.4 an order of court is made to wind up the Defaulting Party or to place it under judicial management or a resolution is passed by the members of the Defaulting Party for its winding up or liquidation;
14.4.5 any voluntary arrangement with its creditors; ceases distress or threaten execution is levied or enforced in relation to cease any of the assets of the Defaulting Party;
14.4.6 the Defaulting Party ceases, or threatens to cease, to carry on businessbusiness or becomes insolvent or admits in writing its inability to pay its debts when due;
14.4.7 the Defaulting Party offers, gives or agrees to give, or has offered, given or agreed to give, to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to do, any action in relation to the obtaining or execution of this Agreement;
14.4.8 the Defaulting Party shows or forbears to show favour to any person in relation to any agreement with the Company, or if similar acts shall have been done by any person employed by the Defaulting Party or acting on its behalf (whether with or without the knowledge of the Defaulting Party); or
14.4.9 in relation to any agreement with the Non-Defaulting Party, the Defaulting Party or any person employed by it or acting on its behalf commits any offence under the Penal Code (Chapter 224) or the Prevention of Corruption Act (Chapter 241), or abets or attempts to commit such an offence, or gives any fee or reward the receipt of which is an offence under the Penal Code or the Prevention of Corruption Act.
14.5 Nothing in this Agreement shall prejudice the rights and obligations which have been accrued prior to the expiry or earlier termination of this Agreement or preclude either Party from claiming against the other Party in respect of any loss or damage arising from or
14.6 On the expiry or earlier termination of this Agreement, the Contractor shall, unless otherwise expressly directed in writing by the Company’s Supervisor, remove its property that has not been retained by the Company as well as its personnel on the Premises.
14.7 If this Agreement is terminated before the due completion of all the Services, then subject to the Contractor having fulfilled all its obligations under the terms of this Agreement (to the extent that they may be fulfilled) and without prejudice to any analogous event or proceeding in any applicable jurisdiction.
9.4 In sums which are payable by the event We terminate an Order Contractor to the Company pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form term of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement , the Company shall pay the Contractor, on a quantum meruit basis, for any reason: (i) each party shall immediately return all work done in relation to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of such termination; and (iii, PROVIDED THAT the amount of such payment(s) neither party shall have any further right or obligation aggregated with respect all other payment(s) made by the Company to the other except as set out in Contractor pursuant to the terms of this Section and in such Sections Agreement shall not exceed the total of the fees payable under Clause 9.
14.8 The right of termination conferred by this Clause 14 is in addition to and not in derogation of any other right of termination of this Agreement which by their nature would continue beyond the termination, cancellation or expiration conferred under any other provision of the Agreement this Agreement.
Appears in 1 contract
Term and Termination. 9.1 Each Order for Services shall take effect
12.1 This agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Order date Effective Date and remain in effect until any agreed end date specified in shall continue for the Order or until all Services under such Order have been providedInitial Subscription Term from the Start Date and, unless terminated sooner in accordance with these Terms.thereafter, this agreement shall be automatically renewed for successive Renewal Periods provided the first monthly payment for the Renewal Period Subscription Fee is paid, unless:
9.2 Unless otherwise stated in an Order, each Order for Services (a) a Subscription may be terminated by the Subscriber giving notice to the Supplier during the Initial Subscription Term or by giving no less than one complete Renewal Periods notice. Notices sent to the Supplier must by email and be addressed to ▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇
(b) a Subscription may be terminated by the Supplier giving notice to the Subscriber during the Initial Subscription Term. Notices sent to the Supplier must by email to an email address specified by the Subscriber (the Subscriber Email Address) or in writing via first class post to the Subscriber’s business address.
12.2 Without affecting any other right or remedy available to it, the Supplier may with immediate effect:
(a) block access or terminate the Subscriber’s Subscription or refuse to process a payment if it reasonably believes there is a risk such as potential breach of law and/or regulation associated with the Subscriber, its company, the Subscription or a payment;
(b) terminate this agreement if the Subscriber fails to pay any amount due under this agreement on the due date for convenience payment and remains in default not less than 14 days after being notified in writing to make such payment.
12.3 Furthermore, and without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.party if:
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to (a) the other at any time with immediate effect upon written notice if the other party:
a. is in party commits a material breach of any other term of its obligations under the Agreement this agreement which breach is irremediable or an Order and, in the case of a (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty a period of 14 days after being notified in writing to do so;
(30b) days the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a Schedule 1 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;
(d) 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;
(e) 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 breachother party;
(f) 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;
(g) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(h) 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 the other party's assets and such attachment or process is not discharged within 14 days;
(i) 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 any of the events mentioned in clause 12.3(b) to clause 12.3(h) (inclusive); or
b. voluntarily files (j) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a petition substantial part of its business.
12.4 On termination of this agreement for any reason:
(a) all licences granted under bankruptcy this agreement shall immediately terminate and the Subscriber shall immediately cease all use of the Services;
(b) the Subscriber shall return and make no further use of any Documentation and other items (and all copies of them) belonging to the Supplier;
(c) the Supplier may destroy or insolvency law; has a receiver or administrative receiver appointed over it or otherwise dispose of any of the Subscriber Data in its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience possession in accordance with Section 9.2 any prepaid Service Fees clause 4.7(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 Subscriber of the then most recent back- up of the Subscriber Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up 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 charges outstanding at and resulting from termination (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as whether or not due at the date of termination You have not yet called off termination). The Subscriber shall pay all Servicesreasonable expenses incurred by the Supplier in returning or disposing of Subscriber Data; and
9.5 Termination of (d) any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order rights, remedies, obligations or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties liabilities of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due parties that have accrued up to the date of termination; and (iii) neither party shall have , including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in this Section and in such Sections breach of the Agreement agreement which by their nature would continue beyond existed at or before the termination, cancellation date of termination shall not be affected or expiration of the Agreement prejudiced.
Appears in 1 contract
Sources: Confidentiality Agreements