Common use of Termination Effects Clause in Contracts

Termination Effects. Each Party may terminate these T&Cs, in each case upon the specified Notice, in the event of a Change of Control of Customer or the other Party’s: (i) material breach of its obligations, unless Cured; (ii) Insolvency; or (iii) as otherwise provided in these T&Cs, including as specified in Section 3(c). A terminating Party shall give fourteen (14) days’ advance Notice of termination, except in the case of Insolvency, where a Party may terminate immediately upon Notice. If, in either Party’s reasonable discretion, a material breach cannot be Cured, the non-breaching Party may immediately terminate these T&Cs upon Notice. Upon termination of these T&Cs for any reason permitted pursuant to this Section 3(b), all rights and obligations of the Parties, other than those that are specified in Section 8(m) as surviving termination, will cease. Termination of these T&Cs by either Party will not limit a Party from pursuing any other remedies specified in these T&Cs as being available to such Party, nor will termination of these T&Cs by Customer release Customer from its obligation to pay all Invoices (whenever issued) for any Hardware already shipped to Customer, except as otherwise specified in Section 3(c). In the absence of a material breach of its obligations under these T&Cs, Customer’s total liability to Ford Pro for any termination under these T&Cs shall be to pay Ford Pro for any Hardware and related services provided for which Ford Pro has not been previously compensated (or, in the case of a cancelled Sales Order, all applicable restocking and cancellation fees) plus, to the extent such termination occurs after an Authorized Installer has been engaged to provide Covered Installation Services to Customer, all costs and expenses in excess thereof incurred by Ford Pro as a result of such termination. Ford Pro will provide an Invoice for any such amounts, which Customer will pay as specified in Section 2(a).‌

Termination Effects. Each Party may terminate these T&Csthe Hardware Term, in each case upon the specified Notice, in the event of a Change of Control of Customer or the other Party’s: (i) material breach of its obligationsobligations under these T&Cs, unless Cured; (ii) Insolvency; or (iii) as otherwise provided in these T&Cs, including as specified in Section 3(c3(d). A terminating Party shall give fourteen (14) days’ advance Notice of termination, except in the case of a Change of Control of Customer, where Ford Pro may terminate as set forth in Section 8(o), or Insolvency, where a Party may terminate immediately upon Notice. If, in either Party’s reasonable discretion, a material breach cannot be Cured, the non-breaching Party may immediately terminate these T&Cs immediately, upon Notice, terminate the Hardware Term. Upon expiration or termination of these T&Cs the Hardware Term for any reason permitted pursuant to this Section 3(b3(c), all rights and obligations of the PartiesParties under these T&Cs, other than those that are specified in Section 8(m) as surviving terminationtermination or expiration, will cease. Termination of these T&Cs the Hardware Term by either Party or expiration of the Hardware Term will not limit a Party from pursuing any other remedies specified in these T&Cs as being available to such Party, nor will termination or expiration of these T&Cs the Hardware Term by Customer release Customer from its obligation to pay all Invoices (whenever issued) for any Hardware already shipped to Customer, except as otherwise specified in Section 3(c3(d). In the absence of a material breach of its obligations under these T&Cs, Customer’s total liability to Ford Pro for any termination under these T&Cs of the Hardware Term shall be to pay Ford Pro for any Hardware and related services provided for which Ford Pro has not been previously compensated (or, in the case of a cancelled Sales Order, all applicable restocking and cancellation fees) plus, to the extent such termination occurs after an Authorized Installer has been engaged to provide Covered Installation Services to Customer, all costs and expenses in excess thereof incurred by Ford Pro as a result of such termination. Ford Pro will provide an Invoice for any such amounts, which Customer will pay as specified in Section 2(a).‌

Termination Effects. Each Party may terminate these T&Cs(a) The obligations of the Company, in each case upon on the specified Noticeone hand, in and the event of a Change of Control of Customer or Investors, on the other Party’s: hand, to effect the Closing shall terminate as follows: (i) material breach Upon the mutual written consent of its obligations, unless Cured; the Company and the Lead Investor; (ii) Insolvency; or By the Company if any of the conditions set forth in Section 5.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; (iii) as otherwise provided in these T&Cs, including as specified By the Lead Investor (with respect to all of the Investors) if any of the conditions set forth in Section 3(c). A terminating Party 5.1 shall give fourteen have become incapable of fulfillment, and shall not have been waived by the Lead Investor; or (14iv) days’ advance Notice of terminationBy either the Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to November 15, 2005; provided, however, that, except in the case of Insolvency, where a Party may terminate immediately upon Notice. If, in either Party’s reasonable discretion, a material breach cannot be Curedclause (i) above, the non-breaching Party may immediately party seeking to terminate these T&Cs upon Notice. Upon its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) In the event of termination by the Company or any Investor of these T&Cs for any reason permitted its obligations to effect the Closing , as applicable, pursuant to this Section 3(b)5.5, all rights written notice thereof shall forthwith be given to the Company and obligations of the Parties, other than those that are specified in Section 8(m) as surviving termination, will cease. Termination of these T&Cs by either Party will not limit a Party from pursuing any other remedies specified in these T&Cs as being available to such Party, nor will termination of these T&Cs by Customer release Customer from its obligation to pay all Invoices (whenever issued) for any Hardware already shipped to Customer, except as otherwise specified in Section 3(c). In the absence of a material breach of its obligations under these T&Cs, Customer’s total liability to Ford Pro for any termination under these T&Cs shall be to pay Ford Pro for any Hardware and related services provided for which Ford Pro has not been previously compensated (orInvestors and, in the case of a cancelled Sales Orderany termination by an Investor of its obligations to effect the Closing, all applicable restocking and cancellation feespursuant to Section 5.5(a)(iv) plusor Section 5.5(b)(iv) (an “Investor Termination”), the other Investors shall have the right to terminate their obligations to effect the Closing upon written notice to the extent such termination occurs after an Authorized Installer has been engaged Company and the other Investors delivered within 10 Business Days of the notice of the Investor Termination. Nothing in this Section 5.5 shall be deemed to provide Covered Installation Services to Customer, all costs and expenses in excess thereof incurred by Ford Pro as a result of such termination. Ford Pro will provide an Invoice release any party from any liability for any breach by such amounts, which Customer will pay as specified in Section 2(a).‌party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.

Termination Effects. Each Party may terminate these T&Csthe Software Term, in each case upon the specified Notice, in the event of a Change of Control of Customer or the other Party’s: (i) material breach of its obligationsobligations under these T&Cs, unless Cured; (ii) Insolvency; or (iii) as otherwise provided in these T&Cs, including as specified in Section 3(c3(d). A terminating Party shall give fourteen (14) days’ advance Notice of termination, except in the case of a Change of Control of Customer, where Ford Pro may terminate as set forth in Section 8(n), or Insolvency, where a Party may terminate immediately upon Notice. If, in either Party’s reasonable discretion, a material breach cannot be Cured, the non-breaching Party may immediately terminate these T&Cs immediately, upon Notice, terminate the Software Term and cancel all Subscriptions under the Sales Order, and such termination will be treated as a termination for cause pursuant to this Section 3(c). Upon expiration or termination of these T&Cs the Software Term for any reason permitted pursuant to this Section 3(b3(c), all rights and obligations of the PartiesParties under these T&Cs, other than those that are specified in Section 8(m8(l) as surviving terminationtermination or expiration, will cease, and all Subscriptions under the Sales Order will be canceled. Termination of these T&Cs the Software Term by either Party or expiration of the Software Term will not limit a Party from pursuing any other remedies specified in these T&Cs as being available to such Party, nor will termination or expiration of these T&Cs the Software Term by Customer release Customer from its obligation to pay all Invoices (whenever issued) for any Hardware already shipped to CustomerSubscription Fees then due and owed, except as otherwise specified in Section 3(c). In the absence of a material breach of its obligations under these T&Cs, Customer’s total liability to Ford Pro for any termination under these T&Cs shall be to pay Ford Pro for any Hardware and related services provided for which Ford Pro has not been previously compensated (or, in the case of a cancelled Sales Order, all applicable restocking and cancellation fees) plus, to the extent such termination occurs after an Authorized Installer has been engaged to provide Covered Installation Services to Customer, all costs and expenses in excess thereof incurred by Ford Pro as a result of such termination. Ford Pro will provide an Invoice for any such amounts, which Customer will pay as specified in Section 2(a).‌3(e).‌‌