Term and Termination Sample Clauses
The 'Term and Termination' clause defines the duration of the agreement and the conditions under which it may be ended by either party. It typically specifies the start and end dates of the contract, outlines procedures for renewal, and details the circumstances—such as breach, insolvency, or mutual agreement—that allow for early termination. This clause ensures both parties understand how long their obligations last and provides a clear process for ending the relationship if necessary, thereby reducing uncertainty and managing risk.
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Term and Termination. (a) You agree that this Lease will become effective only when both you and Sunrun have signed the Lease.
(b) This Lease will continue in effect for twenty (20) years from the date that Sunrun receives notice from the Utility that the Solar Facility is approved for operation ("In-Service Date"). This period shall be called the "Initial Term."
(c) Sunrun will notify you between thirty (30) and sixty (60) days prior to the end of the Initial Term (or any Renewal Term) that this Lease will automatically renew for an additional one-year term ("Renewal Term"), unless terminated by either you or Sunrun. Either you or Sunrun may terminate this Lease by giving the other party to this Lease a termination notice at least twenty (20) days prior to the expiration of the Initial Term. At the end of any Renewal Term, this Lease shall be automatically renewed for an additional Renewal Term, unless either you or Sunrun gives the other party to this Lease a termination notice at least twenty (20) days prior to the expiration of the Renewal Term then in effect.
(d) If at the end of the term of this Lease either you or Sunrun do not wish to renew it, Sunrun will remove the Solar Facility at no cost to you (unless the term of this Lease is automatically renewed). Sunrun agrees to leave your Property in the same general condition that existed immediately prior to removal of the Solar Facility.
(e) If you cancel this Lease pursuant to Section 3, you will not be refunded your Deposit set forth on Exhibit A and you will owe Sunrun no further payment. If Sunrun modifies your Lease pursuant to any of the factors listed in Section 4(a) such that there is a decrease in the annual energy production estimate, or if the payment terms increase, or if it is determined that you must pay for any site improvements to accommodate a solar system, then you may cancel this Lease and your Deposit will be refunded.
Term and Termination. 13.1 This Agreement shall become effective on the date of signature of the last party to sign and shall continue to be effective for a period of seven (7) years, unless extended upon mutual agreement or earlier terminated as provided elsewhere in this Agreement.
13.2 If either party shall at any time commit any breach of any covenant, warranty, or agreement herein contained, and shall fail to remedy any such breach within sixty (60) days after written notice thereof by the other party, such other party may, at its option and in addition to any other remedies that it may be entitled to, terminate this Agreement by notice in writing to such effect.
13.3 In the event that either party hereto shall be dissolved, liquidated, declared bankrupt or become insolvent or has commenced proceedings relating to bankruptcy or creditor composition, either voluntarily or otherwise, or because of adverse change in its structure or its financial situation shall become unable to continue fully or effectively perform its obligations hereunder, the other party shall have the right to terminate forthwith this Agreement by giving a written notice stating the cause of such termination.
13.4 If any Administrative Authority or Court having jurisdiction over either of the parties hereto shall enjoin performance of this Agreement and declare it unlawful, then this Agreement shall be terminated forthwith by right and without formalities. If one or several clauses of the present Agreement shall be declared unlawful, the parties hereto agree to meet without delay to review the consequences of such validity on the performance of this Agreement.
13.5 In case of termination of this Agreement, all confidential information or other confidential materials received by either party from the other party under this Agreement shall be returned to the other party within sixty (60) days following the termination date.
13.6 Termination of this Agreement shall not relieve or discharge either party from the liability for the payment of any sums then due or the failure to perform any obligations to have been performed under the provisions of this Agreement.
13.7 VISTEON can terminate this Agreement by notice in writing without any subsequent obligations or warranties, in the event that the PRODUCTS are not in accordance with any of VISTEON 's or an OEM CUSTOMER's requirements. In that case VISTEON will lose the benefit of this Agreement and will commit itself to stop the exploitation of the PATENTS in so...
Term and Termination. 8.1 This Agreement shall have a term which extends from the Effective Date to the latest date of expiry of a patent included in the Technology obtained by the University or its assigns pursuant to the University obligations as defined by this Agreement and in the event the IP is protected under the provisions of copyright law the term shall be a period of twenty years following the Effective Date.
8.2 The University shall have the right to terminate this Agreement when in the sole opinion of the University there appears to be no reasonable prospect or expectation of the successful Protection or Commercialization of the IP. In the event of such termination, the University shall be released from its obligation to pay any further Direct Costs. The University shall advise the Researchers of its intention to terminate the Agreement by notice in writing sent to the Researchers in accordance with Article 11.
8.3 In the event of termination of this Agreement under Article 8.2 and upon the Researchers formally providing notice to the University, in accordance with Article 11, that they wish to independently continue to pursue the Protection and Commercialization of the IP, the Researchers and the University agree to thereafter reasonably negotiate a post-termination settlement agreement whereby the University shall reassign any right, title and interest in the IP to the Researchers, or such other single third party as may be identified in writing by all of the Researchers, subject to the University being entitled to: i) reimbursement of all past Direct Costs and ii) a reasonable future claim of Revenue and\or Equity that may be independently generated by the Researchers, such future claim of Revenue and\or Equity to be reasonable and commensurate with WatCo’s level of investment and effort to advance the commercial readiness of the IP prior to termination.
8.4 If a Commercialization agreement for the IP has not been executed within five (5) years of the Effective Date, Researchers thereafter shall have the right to terminate this Agreement by providing the University with ninety (90) days written notice in accordance with Article 11. For clarity, the Researchers shall not have the right to terminate this Agreement upon WatCo formally executing a Commercialization agreement with a third party within five (5) years of the Effective Date.
8.5 In the event the Researchers elect to terminate in accordance with Section 8.4, they are entitled to request the assignment of ...
Term and Termination. (a) This Agreement shall terminate upon the first to occur of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator of the Issuer, Masterworks Cayman and of the Artwork, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties.
(b) In addition to the termination provisions as set forth in Section 7(a), the Issuer may terminate this Agreement at any time upon any of the following:
(i) the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct;
(ii) the conviction of the Administrator of a felony;
(iii) a material breach by the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof);
(iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or
(v) the bankruptcy or insolvency of the Administrator.
(c) The Parties shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.
Term and Termination. 2.1 This Agreement shall be effective as of the Effective Date and, unless cancelled or terminated earlier in accordance with the terms hereof, shall continue in effect until May 22, 2018 (the “Initial Term”). Thereafter, this Agreement shall continue in force and effect unless and until cancelled or terminated as provided in this Agreement.
2.2 Either Emergency or Verizon may terminate this Agreement effective upon the expiration of the Initial Term or effective upon any date after expiration of the Initial Term by providing written notice of termination at least ninety (90) days in advance of the date of termination.
2.3 If Emergency or Verizon provides notice of termination pursuant to Section 2.2 and on or before the proposed date of termination either Emergency or Verizon has requested negotiation of a new interconnection agreement, unless this Agreement is cancelled or terminated earlier in accordance with the terms hereof (including, but not limited to, pursuant to Section 12), this Agreement shall remain in effect until the earlier of: (a) the effective date of a new interconnection agreement between Emergency and Verizon; or, (b) the date one (1) year after the proposed date of termination.
2.4 If Emergency or Verizon provides notice of termination pursuant to Section 2.2, and by 11:59 PM Eastern Time on the proposed date of termination neither Emergency nor Verizon has requested negotiation of a new interconnection agreement (or, in accordance with Subsection 2.3(b), if no new agreement is reached by the date one (1) year after the proposed date of termination), then (a) this Agreement will terminate at 11:59 PM Eastern Time on the proposed date of termination (or in the case of termination in accordance with Subsection 2.3(b), at 11:59 PM Eastern Time on the date one (1) year after the proposed date of termination), and (b) the Services being provided under this Agreement at the time of termination will be terminated, except to the extent that the Purchasing Party has requested that such Services continue to be provided pursuant to an applicable Tariff or Statement of Generally Available Terms (SGAT).
Term and Termination. The term of this Agreement shall be for five (5) years (the “Initial Term”) and, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written notice to the other Party to terminate this Agreement if:
(i) the other Party fails to pay an amount to the other when due hereunder and such breach is not cured within thirty (30) days after written notice of such breach is given to it by the other Party;
(ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days);
(iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or
(iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms:
a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same;
b) Licensee shall refrain from further use of such Confidential Information; and
c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwise.
Term and Termination. (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.
(b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party.
(c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously...
Term and Termination. (a) This Agreement shall become effective on [January 1, 2011] (the “Effective Date”).
(b) The term of the Agreement shall be five (5) years from the Effective Date, prior to which time NERC shall conduct an audit pursuant to subsection 6(i) to ensure that Midwest Reliability Organization continues to meet all applicable statutory and regulatory requirements necessary to maintain its eligibility for delegation. If Midwest Reliability Organization meets such requirements, this Agreement may be renewed for another five (5) year term. This Agreement may be renewed for successive additional five (5) year renewal terms provided that prior to the end of each renewal term, NERC shall conduct an audit pursuant to subsection 6(i) to ensure that Midwest Reliability Organization continues to meet all applicable statutory and regulatory requirements necessary to maintain its eligibility for delegation. Provided, that either Party may terminate this Agreement as of the end of a term by giving written notice to terminate at least one (1) year prior to the end of the term. If this Agreement is not renewed or becomes subject to termination for any reason, the Parties shall work to provide for a transition of Midwest Reliability Organization’s Delegated Authority to NERC or to another eligible entity and to provide for the resolution of any wind-up costs associated with termination of this Agreement. The termination of this Agreement shall not take effect until such transition has been effected, unless the transition period exceeds one year, at which time Midwest Reliability Organization may unilaterally terminate.
(c) If any provision of this Agreement, or the application thereof to any person, entity or circumstance, is held by a court or regulatory authority of competent jurisdiction to be invalid, void, or unenforceable, or if a modification or condition to this Agreement is imposed by a regulatory authority exercising jurisdiction over this Agreement, the Parties shall endeavor in good faith to negotiate such amendment or amendments to this Agreement as will restore the relative benefits and obligations of the signatories under this Agreement immediately prior to such holding, modification or condition. If either Party finds such holding, modification or condition unacceptable and the Parties are unable to renegotiate a mutually acceptable resolution, either Party may unilaterally terminate this Agreement. Such termination shall be effective one year following written...
Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term equal to:
(a) on a jurisdiction-by-jurisdiction basis, the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or
(b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction.
10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failure.
10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)).
10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES.
10.5 The parties may terminate this Agreement at any time by mutual, written agreement.
10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreem...
Term and Termination. 11.1. Proposals presented by O24 to the Customer are valid for 30 days from the date of issue, unless otherwise indicated.
11.2. Termination of the Agreement requires a written notice of termination at least thirty (30) days in advance of the Expiration Date. If the agreement is not so terminated it is automatically prolonged for additional periods of same length as defined in the Agreement until terminated by either party by written notice at least thirty (30) days in advance before the expiration of any such additional period. Any notice of termination by Customer to O24 shall contain the password, if relevant, for Customer’s account.
11.3. Without prejudice to any other remedy either party may have against the other party for breach or non- performance of this Agreement, each party shall have the right to immediately terminate this Agreement by giving the other party written notice thereof if (i) the other party should violate any of the provisions of this Agreement, and fail to discontinue and make good such violation within thirty (30) days after receipt of notice in writing from the complaining party, or (ii) if the other party would enter into compulsory liquidation or become bankrupt or insolvent or make a composition with its creditors, or if a receiver would be appointed for substantially all of the business of that party.
11.4. In case the Customer terminates the Agreement, the Subscription Fee will only be refunded due to serious interruption of the Product or Service, for which O24 is responsible. A refund shall in that event only amount to the remaining value of the paid Fee.
11.5. Upon termination of the Agreement, Customer’s right to use the Product or Service shall immediately cease. Should Customer continue to use the Product or Service after termination of the Agreement, Customer shall pay a penalty to O24 amounting to the monthly Subscription Fee for each week the Product or Service is used after termination of the Agreement, however in no event less than EUR 1,000 for each week.
11.6. All equipment, including Sensors, supplied by O24 for use pursuant to this Agreement shall be owned by O24. Upon termination of this Agreement, unless O24 elects to disable or abandon all or any of the equipment owned by it, the Customer, at the Customer’s cost, agrees to return, within thirty (30) days of the termination of this Agreement, all equipment to O24. The current return address is available on ▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇. Failure to return such equipme...