TERMINATION AND EXPIRY Clause Samples

TERMINATION AND EXPIRY. 11.1 This Agreement will expire on the last day of the Term unless terminated earlier by written agreement or in accordance with the terms of this clause 11. 11.2 This Agreement may be terminated by the Licensee upon written notice (to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) in the following circumstances: 11.2.1 where the Licensee is ceasing to engage in all activities covered by this Agreement, with immediate effect from the date all such activities cease; or 11.2.2 where ICE notifies the Licensee under clause 17.4 of a variation to these terms and conditions, provided such notice is given no later than thirty (30) days after the date of notification of the variation, with such termination taking effect on the day before the date on which the variation comes into effect. 11.3 Each party will have the right to terminate this Agreement by notice forthwith where the other party: 11.3.1 commits a material breach of this Agreement which is capable of remedy and fails to remedy such breach within thirty (30) Business Days after receipt of notice of such breach and, for the avoidance of doubt and except for the Licensee’s obligations under clause 3.8, any breach which consists of a failure by either party to perform an obligation under this Agreement within any period required or by any date specified under this Agreement will be deemed to be capable of remedy if such obligation is performed by such party within such thirty (30) Business Day cure period; or 11.3.2 commits a material breach of this Agreement which is not capable of remedy. 11.4 Without limitation, breach of any of the following provisions in this Agreement will be deemed material breach: 11.4.1 non-payment of Licence Fees or other amounts due hereunder; and/or 11.4.2 clause 2.4; and/or 11.4.3 Licensee undergoes a Change of Control, of which written notice will be given to ICE as soon as Licensee is legally able to do so. 11.5 ICE will have the right to terminate this Agreement with immediate effect by written notice if the Licensee: 11.5.1 is dissolved (other than pursuant to a consolidation, amalgamation or merger); 11.5.2 becomes insolvent or is unable to pay its debts (as that term is defined in section 123 of the Insolvency Act 1986) or fails or admits in writing its inability generally to pay its debts as they become due; 11.5.3 makes a general assignment, arrangement or composition with or for the benefit of its creditors; 11.5.4 institutes or has instituted against it a proceeding seeking a judgment o...

TERMINATION AND EXPIRY a. By submitting a completed and signed application form to us and/or by using your OnePay Account you have accepted the terms and conditions of this Agreement. b. You have the right to withdraw from this Agreement for a period of up to 14 calendar days beginning from the commencement of the Agreement (the “Cooling- Off Period”) without any penalty but subject to deduction of any fees incurred by us only in relation to Transactions you have made (as set out in Section 15). If you withdraw from the Agreement during the Cooling-Off Period no other fees or charges will be incurred. You can withdraw by contacting Customer Services within the 14 day Cooling-Off Period. c. You also have the right to terminate this Agreement after the Cooling-Off Period at any time. You can do so by contacting Customer Services. On receipt of your instruction, we will debit any outstanding Transactions and deduct any applicable fees. You can then redeem your unused Available Funds as specified in Section 12 of this agreement. d. Once the Agreement has been terminated, you must destroy your Card. e. At our sole discretion, we may terminate this Agreement with at least 2 months’ notice. f. We may terminate this Agreement immediately and without prior notice under the following circumstances: i. if you have breached this Agreement; ii. you use (or allow someone else to use) the OnePay Account and/or your Card or the Online Portal or the App improperly, illegally or for criminal activity; iii. we must do so to comply with any law, regulation or by order or recommendation of the police or any relevant governmental or regulatory authority or court; or iv. we establish any information we relied upon in allowing you your OnePay Account was untrue; v. You have been a Primary Customer for 12 months having not yet fully completed CDD under Section 3(c) above. vi. You act in a manner that is abusive or threatening to our staff or representatives or subject them to unreasonable demands; vii. We reasonably consider your use of the OnePay App or Online Portal may damage our systems/ hardware/software. g. Your Card will be valid for the period ending on the expiry date indicated on your Card (“Expiry Date”). On the Expiry Date, your Card will cease to function and you will have no further right to use it for Transactions. h. If either party terminates this Agreement in accordance with this Section 9 we will immediately cancel any Cards.

TERMINATION AND EXPIRY. ‌ This Agreement will terminate on the Expiry Date unless terminated earlier under this Clause 22 The Authority shall be entitled to terminate the Agreement early by giving [three (3)] months’ written notice [(which includes a one-month cure period and two-months' notice)] where: (a) the Operator fails to perform any of its obligations under this Agreement and this has a material impact on the Project and such failure continues after the lapse of the [three (3)] months’] written notice from the Authority to the Operator requesting that such failure be cured; (b) the actions of the Operator directly cause a widespread danger to the health of the public in the Service Area and such failure continues after the lapse of the [three (3)] months’] written notice from the Authority to the Operator requesting that such failure be cured; (c) the Operator becomes insolvent or bankrupt or goes into liquidation whether compulsory or voluntary; or (d) the Operator in the reasonable judgment of the Authority has engaged in corrupt or fraudulent practices in competing for or in executing this Agreement. The Operator shall be entitled to terminate the Agreement early by giving [three (3)] months’ notice [(which includes a one-month cure period and two-months' notice)] where the Authority fails to perform any of its obligations under this Agreement in a material respect and such failure continues after the lapse of the [three (3)] months’] written notice from the Operator to the Authority requesting that such failure be cured. In respect of Clause 22.2(b) and 22.2(c) such right to terminate shall not arise to the extent that the default occurred solely as a result of any breach of the other party of this Agreement or is due to Force Majeure. In the case of prolonged Force Majeure, the Parties may terminate this Agreement without further liability to each other in accordance with Clause 28.5. In the case of prolonged Material Adverse Government Action, the Parties may terminate this Agreement in accordance with Clause 29.4.

TERMINATION AND EXPIRY. Initial Term This Agreement commences on the Commencement Date and continues until expiry of the Term, unless terminated earlier in accordance with the terms of this Agreement or renewed under clause 1.3. Breach A party may terminate this Agreement for cause (i) upon five (5) Business Days’ written notice to the other party for a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of an Insolvency Event. Termination by Nearmap Notwithstanding anything else in this Agreement but subject to clause 4.5, Nearmap has the right, upon giving the Licensee ten (10) Business Days’ notice, to terminate this Agreement if: any licence, permission or authorisation necessary for the provision of the Products is revoked, altered or varied to the extent that Nearmap can no longer provide the Products in accordance with this Agreement; and Nearmap is prohibited from providing the Product to the Licensee. Consequences If this Agreement is terminated under clauses 6.2 or 6.3 or expires under clause 3.3: the Licence immediately terminates, and the Products will no longer be available to the Licensee; the Licensee must immediately destroy, delete or return to Nearmap all Products; and subject to clause 7.3, the Licensee is not permitted to use any Products for any purpose. Costs Nearmap reserves all rights following termination of this Agreement, including any rights available to Nearmap to collect any outstanding Fees which may be owed by the Licensee. The Licensee will be liable for any reasonable costs incurred by Nearmap in enforcing its rights following termination of this Agreement. Continuing obligations After expiry or termination of this Agreement, clauses 1.5, 2, 3.5, 3.6, 4, 5, 6.5, 7, 8, 9, 10 and 16 will still be binding on the Licensee in relation to Products licenced or obtained during the Term. Ownership Unless otherwise indicated, the Website, the Products, the Content, and all associated Intellectual Property Rights, data, information and software are owned by Nearmap and are protected by copyright, moral rights, trademark and other laws relating to the protection of intellectual property. Nearmap reserves all of its Intellectual Property Rights. Except for the limited Licence granted to the Licensee in clause 1.1, no ownership or Intellectual Property Rights in the Website, APIs, any Product or Content will pass or be licensed to the Licensee. Trademarks The Nearmap trademarks and all...

TERMINATION AND EXPIRY. (a) Licensee may terminate this agreement by written notice to Airtopia, if Airtopia materially breaches this agreement and fails to rectify that breach within 30 Business Days of receiving a written notice to rectify the breach (or such longer reasonable period having regard to the nature of the breach) or if Airtopia becomes subject to an Insolvency Event. (b) Airtopia may terminate this agreement or suspend your access (or the access of any other End User) by written notice to you if: (i) you (or the Licensee or another End User) breaches a obligation under this agreement and fails to rectify that breach within 10 days of receiving a written notice from Airtopia; (ii) if the Licensee fails to pay any amount due to Airtopia under this agreement or in connection with any services relating to the Solution; (iii) you or the Licensee is subject to an Insolvency Event; (iv) an End User breaches clauses 11(a)(ii) to 11(a)(v), 11(a)(viii) or 11(a)(xii). (c) Where this agreement is terminated for Airtopia’s breach, the Licensee may recover a pro-rata proportion of any prepaid fees relating to the unexpired term. In all other cases, Airtopia is entitled to retain any prepaid fees. (d) On termination or expiry: (i) unless stated otherwise in the Order, the Licensee must pay any outstanding amounts owing to Airtopia including, except in the case of termination by the Licensee for Airtopia’s breach, any fees referable to the balance of the then current Term; (ii) subject to your right to access Client Data after the Term under clause 15, you must cease using the Solution and destroy or return all copies of the Solution, Documentation or Airtopia’s Confidential Information on your systems or under your control; and (iii) if requested by the Licensee, Airtopia will permanently delete your Client Data. (e) Any termination of this agreement shall not affect any accrued rights or liabilities of either party, nor shall it affect any provision of this agreement which is expressly or by implication intended to continue in force after such termination, including clauses 11(b), 13, 14, 15, 16, 17, 19, 20, 21, 23, 24 and 25. A Party will not, without the prior written approval of the other party, disclose the other party's Confidential Information. A Party will not be in breach of this clause in circumstances where it is legally compelled (but not by contract) to disclose the other party's Confidential Information. Notwithstanding any other provision of this clause, a party ma...

TERMINATION AND EXPIRY. We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service on you of written notice requiring you to do so. This Licence will automatically expire at the end of the term (which is set out in the relevant Purchase Order). Upon expiry or termination for any reason:

TERMINATION AND EXPIRY. 13 - 8.1 Expiry........................................................- 13 - 8.2 Grounds of Termination........................................- 13 - 8.3 Special Ground of Termination.................................- 14 - 8.4 Effect of Termination or Expiration...........................- ▇▇ - ▇ ▇▇▇▇.................................................- ▇▇ - ▇▇ GOVERNING LAW & JURISDICTION.........................- 15 - 11 ARBITRATION..........................................- 15 -

TERMINATION AND EXPIRY. 6.1 Initial Term This Agreement commences on the Commencement Date and continues until expiry of the Term unless terminated earlier in accordance with the terms of this Agreement or renewed under section 1.3. 6.2 Breach Either party may terminate this Agreement with immediate effect by giving notice to the other party if:‌ (a) the other party breaches any of its obligation under this Agreement capable of remedy and fails to remedy that breach within fourteen (14) days after receiving notice requiring it to do so; (b) the other party breaches any of its obligations under this Agreement incapable of remedy; or‌ (c) the other party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof or admits in writing its inability to pay its debt generally as they become due.

TERMINATION AND EXPIRY. 4.1 The Government may at any time terminate the SCPPP without incurring any liability to any Enrolled Doctor or any Associated Health Care Provider. 4.2 The Agreement shall terminate forthwith without any need of notice from the Government to the Enrolled Doctor whatsoever upon the Enrolled Doctor having ceased to be, or being suspended from practicing as, a Registered Medical Practitioner, or having ceased to be enrolled in the PCD. 4.3 The Government may at any time terminate the Agreement forthwith by written notice to the Enrolled Doctor if: (a) the Government is of reasonable opinion that the Enrolled Doctor has failed to provide health care services including but not limited to the health care services provided under this Agreement in a professional manner or has otherwise committed professional misconduct or malpractice; (b) the Enrolled Doctor or his Associated Health Care Provider (if any) fails to comply with any provision in the Agreement or any direction given or requirement imposed by the Government or the Director of Health in relation to the SCPPP; or (c) the Government is of reasonable opinion that the Enrolled Doctor or his Associated Health Care Provider (if any) has submitted any fraudulent claim for Subsidy or has committed any offence under the Prevention of Bribery Ordinance (Cap. 201). 4.4 Notwithstanding anything herein to the contrary, the Government, the Enrolled Doctor or his Associated Health Care Provider (if any) may terminate the Agreement by giving the other party(ies) 14 days’ prior written notice and the Agreement shall terminate on the date specified in the notice. 4.5 On termination of the Agreement for whatever reason: (a) the Government is under no further obligation to the Enrolled Doctor and his Associated Health Care Provider (if any) without thereby releasing the Enrolled Doctor and his Associated Health Care Provider (if any) from any of his/its liabilities under the Agreement, or affecting any rights and powers conferred upon the Government by the Agreement; (b) except for the Subsidy that has been accrued or incurred before the date of termination of the Agreement (“Termination Date”), the Government shall cease to have any obligation to pay the Enrolled Doctor or his Associated Health Care Provider (if any and as the case may be) any Subsidy, and no further Subsidy shall be accrued or incurred on or after the Termination Date; (c) the Enrolled Doctor, and his Associated Health Care Provider, if any, shall: (i)...