Common use of Termination Prior to End of Term Clause in Contracts

Termination Prior to End of Term. a. JPMC may immediately terminate this Schedule Two by giving Visa written notice of termination: (i) if Visa becomes insolvent or makes an assignment for the benefit of its creditors or any proceeding is commenced by or against Visa under any bankruptcy, liquidation or other debtor’s protection law or statute, and such proceeding is not dismissed within sixty (60) days of its institution; (ii) if, within thirty (30) days of JPMC giving Visa written notice of Visa’s breach of this Schedule Two including failure to meet the performance standards set forth in Schedule B, such breach is not cured; (iii) if Visa violates any material governmental law, regulation or rule applicable to Visa but only if such violation has a material adverse effect on JPMC; (iv) without cause upon sixty (60) days prior written notice to Visa or (v) if Visa incurs a material impairment of its ability to perform its obligations under this Schedule Two. In the event JPMC desires to terminate this Schedule Two prior to the end of the Term under section 4(a)(iv), JPMC shall so notify Visa in writing and shall include with that notice a check payable to Visa as ** an amount calculated as follows. ** 12/01/04.01 12 ** Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC. b. Visa may terminate this Schedule Two by giving JPMC written notice of termination (i) if JPMC becomes insolvent or makes an assignment for the benefit of its creditors or any proceeding is commenced by or against JPMC under any bankruptcy, liquidation or other debtor’s protection law or statute, and such proceeding is not dismissed within sixty (60) days of its institution; (ii) if within thirty (30) days of Visa giving JPMC written notice of JPMC’s breach of this Schedule Two the breach is not cured; or (iii) JPMC violates any material governmental law, regulation or rule applicable to JPMC but only if such violation has a material adverse effect on Visa. c. In the event of termination of this Schedule Two for any reason, sections 5, 6, 7, and 8 of this Schedule A shall survive termination.