Term and Termination Contract Clauses (2,602)

Term and Termination. Term. This Agreement commences on the Effective Date, and, unless earlier terminated or extended by mutual agreement of the Parties or as expressly provided herein shall have an initial term that expires on the fifth anniversary of the Effective Date ("Initial Term"). 5.2. Renewal Term. The Agreement may be renewed upon written notice from Licensee to Licensor at least forty-five (45) calendar days before the end of the Initial Term, for an additional term of ten (10) years ("Renewal Term"). Unl...ess so renewed, this Agreement will expire at the end of the Initial Term. Provided, however, that this Agreement shall automatically renew in the event UniPixel exercises its right to renew either the XSense Intellectual Property License Agreement and/or the XSense Patent License Agreement or any Agreements amending or replacing such Agreements or any similar Agreement. CIT and UniPixel Confidential CIT-UniPixel PLA 5.3. Termination. This Agreement may be terminated, at any time prior to its expiration, as follows: (a) upon mutual written agreement of the Parties; (b) by either Party with immediate effect upon written notice if the other Party has materially breached any of its obligations under this Agreement and either: (i) the breach is incapable of remedy, or (ii) the other Party has failed to remedy the breach within sixty (60) calendar days after receiving written notice of such breach; (c) by either Party with immediate effect upon written notice if the other Party becomes bankrupt, insolvent, subject to an order for liquidation, administration, winding-up or dissolution, or makes an assignment for the benefit of creditors; and (d) by Licensor with immediate effect upon written notice if Licensee fails to make any payment of the Annual Royalty within (10) days after such payment is due. (e) as otherwise specifically provided in this Agreement. The fees due, payable, or paid under this Agreement as of its expiration or termination shall not be eligible for any credit, pro-ration, or refund on account of such expiration or termination. 5.4. Effects of Termination; Survival. (a) Upon termination of this Agreement, all rights and licenses granted to Licensee by Licensor hereunder shall terminate immediately, and Licensee shall immediately discontinue any use of the Licensed FLT Patents. (b) The following shall survive any expiration or termination of this Agreement: CIT and UniPixel Confidential CIT-UniPixel PLA 1. Any provision of this Agreement expressly stated to survive; 2. Any obligation to pay fees or royalties that have accrued under this Agreement and are or would have become payable with the passage of time; 3. Article 1 (Definitions); 4. Article 3 (Consideration), 5. Article 4 (Representations and Limitation of Liability), 6. Article 6 (General provisions); and 7. Exhibits relating to the forgoing. View More

Term and Termination. A. Term, Renewal. The initial term of this Agreement shall commence on the Effective Date, and shall continue until eighteen (18) months after the Effective Date. After such date the Agreement shall automatically be renewed for additional one year periods; provided, however, that during such renewal period the Agreement may be terminated by a party by providing at least ninety (90) days prior written notice to the other party of its desire to terminate the Agreement. B. Additional Termination Ri...ghts. Notwithstanding Section 4.A, either party may terminate this Agreement in the event of: (1) a material breach by the other party, if the non-breaching party first shall give written notice to the breaching party identifying the breach and stating that the Agreement shall terminate unless the breach is cured within thirty (30) days of the notice; or (2) the other party becomes bankrupt, seeks protection from its creditors, or invokes protection under any federal or state insolvency legislation, with such termination to be without prejudice to other recourse against such other party. C. Termination Based Upon Certain Threatened Actions. Notwithstanding Section 4.A, either party may terminate this Agreement (or the provision of any single Service) at any time upon provision of written notice to the other party if ***** 5. CONFIDENTIALITY. During the term of this Agreement, Elavon and Client may become privy to or aware of proprietary or confidential information of the other entities. Each entity (1) will maintain in confidence all such proprietary or confidential information, (2) will not disclose such information to any third parties, and particularly not to other existing or potential contractors or customers, except with the other entities' consent or to the extent required by law, and (3) will not use the information for any other purposes other than those of this Agreement. Elavon agrees that all Cardholder Account Information (as defined in the Merchant Processing Agreements) will be treated as confidential and handled in accordance with the terms of the Merchant Processing Agreements as if Elavon was a party thereto. View More

Term and Termination. 13.1 Term. The term of this Agreement (the "Term") shall commence on the Effective Date and shall continue in effect unless and until terminated as set forth herein. Upon the expiration or termination of the Term, this Agreement, and the rights, licenses and obligations granted hereunder, shall terminate, subject only to Section 13.5. 13.2 Termination for Breach. (a) Notice. If either party believes that the other is in material breach of this Agreement, then the party holding such belief (the "...Non-breaching Party") may deliver notice of such breach to the other party (the "Notified Party"). The Notified Party shall have [...***...] days to cure such breach to the extent involving non-payment of amounts due hereunder, and [...***...] days to either cure such breach for all other material breaches, or, if cure of such breach other than non-payment cannot reasonably be effected within such [...***...] day period, to deliver to the Non-breaching Party a plan reasonably calculated to cure such breach within a timeframe that is reasonably prompt in light of the circumstances then prevailing but in no event in excess of an additional [...***...] day period. Following delivery of such a plan, the Notified Party shall diligently carry out the plan and cure the breach and the cues period shall be extended by the time period provided in such plan but in no event to exceed [...***...] days from the date of any initial breach notice delivered under this Section 13.2. 23 ***Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 (b) Failure to Cure. If the Notified Party fails to cure a material breach of this Agreement as provided for in Section 13.2, then the Non-breaching Party may terminate this Agreement upon written notice to the Notified Party. 13.3 Sage Right to Terminate. Sage shall have the right to terminate this Agreement, without cause, on 180 days' prior written notice to CyDex. 13.4 Termination of the Supply Agreement. For clarity, this Agreement shall terminate if the Supply Agreement is terminated. 13.5 Survival. Notwithstanding any other provisions of this Agreement, any liability or obligation of either party to the other for acts or omissions before the termination of this Agreement shall survive the termination of this Agreement. And, such termination shall not relieve either party from obligations that are expressly indicated to survive termination of this Agreement, nor shall any termination of this Agreement relieve Sage of its obligation to pay CyDex royalties for all Licensed Product sold by Sage, its Affiliates or Sublicensees before the effective date of such termination. Sections 2.2 (Grant of License from Sage to CyDex), 4.1 (Payments and Royalties for Licenses) (to the extent owed but unpaid as of the date of termination of this Agreement), 4.2 (Currency), 4.3 (Taxes), 4.4 (Late Payments), 5 (Records; Reports; Audits), 6.5 (Access to Sage's Data), 7.3 (Adverse Event Reporting), 7.4 (Product Recalls), 8 (Confidentiality), 9.3 (Disclaimer), 10 (Indemnification), 11 (Limitation of Liability), 13.5 (Survival), and 14 (General Provisions) shall survive termination of this Agreement. View More

Term and Termination. 9.1 Term. This agreement shall commence on the Effective Date and shall remain in full force and effect for a term (the "Term") of four (4) years from the Effective Date and continue thereafter in successive one (1) year automatic renewal terms unless either party serves notice of non-renewal at least six (6) months prior to the expiration of the initial term. 9.2 Termination. This Agreement may be terminated by: (i) any Party in the event that the other Party breaches any material term of this ...agreement and fails to cure such breach within ninety (90) days following notice thereof from the non-breaching party in writing; (ii) a Party immediately upon the giving of notice if the other Party files a petition for bankruptcy, is adjudicated bankrupt, takes advantage of the insolvency laws of any state, territory or country, or has a receiver, trustee, or other court officer appointed for its property; or, (iii) a Party if an event of Force Majeure (as described in Section 14 of this Agreement) with respect to the other Party shall have continued for ninety (90) days or is reasonably expected to continue for more than one hundred eighty (180) days. 9.3 Survival. The terms and conditions of this Agreement shall survive and inure to the benefit of and be assigned and binding upon the respective executors, administrators, heirs, successors, assigns and all other persons and entities now, heretofore, or hereafter having any involvement or interest whatsoever with respect to the subject matter of this Agreement, specifically upon a change in control or ownership. View More

Term and Termination. 7.1. Initial Term and Renewals. This Agreement will commence on the Effective Date and, unless sooner terminated as provided herein or as otherwise agreed, remain effective for an initial term of two (2) years (the "Initial Term"). After the Initial Term, this Agreement may be renewed for additional terms (each a "Renewal Term," and together with the Initial Term, the "Term"), by written agreement signed by both prior to the end of the respective Term. 7.2. Termination for Cause. Unless otherwis...e provided in this Agreement, at any time during the Term, this Agreement shall terminate (a) thirty (30) days after a Party gives written notice to the other Party that such other Party is in breach hereunder, unless the other Party cures such breach within said thirty (30) day period, or (b) upon five (5) days prior written notice from ATTi to Marchex of ATTi's reasonable determination that Marchex ***. 7.3. Termination for Bankruptcy. Either Party may immediately terminate this Agreement by providing written notice to the other Party if the other Party experiences a Bankruptcy Event. 7.4. Termination for Convenience. ATTi may terminate this Agreement for any reason or for no reason, by providing sixty (60) days' prior written notice to Marchex. 7.5. Effect of Termination. Any termination pursuant to this Section 7 shall be without any liability or obligation of the terminating Party, other than with respect to any breach of this Agreement by the terminating Party. Upon the expiration or termination of this Agreement, each Party shall: (a) immediately cease using the other Party's Intellectual Property in connection with this Agreement; and (b) return to the other Party marketing literature and materials of the other Party in its possession or destroy such items and certify their destruction to the other Party. Notwithstanding the foregoing or anything to the contrary in this Agreement, upon termination of this Agreement, ATTi shall retain all rights to the User Data and the ATTi SEM Product Listings. The provisions of Sections 2.2 (No Implied License), 2.12 (Restrictions), 4.3 (Audit), 5 (Proprietary Rights and Restrictions), 6 (Call Data), 7.5 (Effect of Termination), 8 (Indemnification), 9.2 (Disclaimer of Warranties), 10 (Limitation and Exclusion of Liability), 11 (Confidentiality), and 13 (Miscellaneous) shall survive any termination or expiration of this Agreement. 8 [***] Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. View More

Term and Termination. This Agreement shall be effective as of the Effective Date and shall continue in effect until 6 months after effective date of agreement unless terminated earlier as provided herein. Thereafter, this Agreement shall automatically renew for successive three (3) month periods unless either party provides written notice to the other party at least 10 days in advance of the renewal term of its decision not to renew the term. This Agreement is intended to be temporary in nature, and will cease once t...he Company retains a permanent Chief Executive Officer. 8.2 Termination. Either Party may terminate this Agreement in the event of the other party's material breach of this Agreement, if such breach is not cured within ten (10) days' of written notice thereof from the non-breaching party. The Company may terminate this Agreement (a) immediately without notice in the event of Consultant's breach of (or as provided in) Sections 4 through 6 hereof; or (b) for its convenience if the Company finds a replacement Chief Executive Officer, upon at least ten (10) days' prior written notice to Consultant. Consultant may terminate this Agreement for its convenience upon at least thirty (30) days' prior written notice to the Company. 8.3 Return of Company Property; Noninterference. Upon termination of the Agreement or earlier as requested by the Company, Consultant will deliver to the Company any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing any Company Work Product, Third Party Information or Confidential Information of the Company. Consultant further agrees that any property situated on the Company's premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company personnel at any time with or without notice. During the term, and for a period of two (2) years immediately following the termination, of this Agreement, Consultant agrees not to solicit or induce any employee or other service provider of the Company to terminate or breach an employment, contractual or other relationship with the Company. 8.4 Survival. Sections 2 and 4 through 8 shall survive any termination or expiration of this Agreement. View More

Term and Termination. (a) This Agreement shall be effective as of the date first above written and shall continue until terminated by the either party as provided in this Section 8. (b) The Company may terminate this Agreement by sending written notice of termination to Consultant at any time after Consultant fails or neglects to satisfactorily perform any of his obligations hereunder, including, without limitation, the timely performance of the Work, or otherwise after Consultant's breach of any provision hereof, su...ch notice to be effective immediately upon sending. Following any such termination, the Company shall have no further liability or obligation to Consultant. (c) Either party may terminate this Agreement upon 90 days written notice. Company may also remove Consultant from RaNA's board of directors upon written notice, but Company shall be required to continue payments for 90 days from written notice of termination. (d) Upon termination or expiration of this Agreement, or at any time upon the written request of the Company, Consultant shall return promptly to the Company all Confidential Information and Materials and all other documents, materials and property belonging to the Company or its clients. If requested to do so by the Company, Consultant shall sign a Termination Certificate in which Consultant confirms that Consultant has complied with the requirements of this Section 8(d) and that Consultant is aware that certain restrictions imposed upon Consultant by this Agreement shall continue after termination or expiration of this Agreement, provided that Consultant's obligations under this Agreement shall continue even if Consultant does not sign such a Termination Certificate. The Company may withhold final payment under this Agreement until its receipt of such a Termination Certificate. (e) Upon the earlier to occur of the termination or expiration of this Agreement or completion of the Work, or at any other time upon request of the Company, Consultant shall deliver promptly to the Company all Materials, notebooks, disks, tapes, computer programs, reports, proposals, other documents, materials, tools, equipment and other property belonging to the Company or its customers. 5 CONSULTING AGREEMENT (f) Consultant understands and agrees that his obligations under Sections 3, 4, 5, 6, 7 and 9 hereof and this Section 8 shall survive and shall not be affected by any expiration or earlier termination of this Agreement. View More

Term and Termination. 6.1 Term. The initial term of this Agreement will begin on the Effective Date, and, unless earlier terminated in accordance with the terms hereof, will expire on December 31, 2019. Unless earlier terminated in accordance with this Agreement, this Agreement will automatically renew for an additional five-year term thereafter unless Bunge gives Producer written notice of its election not to renew, no later than 180 days prior to the expiration of the initial term. The "Term" will be the total of t...he initial term of this Agreement and any renewal terms. 6.2 Termination Rights. (a) Either Party may terminate this Agreement immediately upon notice to the other Party if such other Party has (i) materially breached any representation, warranty, or obligation under this Agreement, and (ii) failed to remedy such breach within 30 days after the terminating Party has given notice of such breach, or if such breach cannot reasonably be cured within such 30-day period, such other Party has failed to commence and diligently pursue remedy of the breach and failed to remedy such breach not later than 120 days after the terminating Party has given notice of such breach. (b) Producer may terminate this Agreement immediately upon notice to Bunge if Bunge fails to pay any amount due under this Agreement within 30 days after Producer gives Bunge notice of such nonpayment. (c) Bunge may terminate this Agreement immediately upon notice to Producer upon the occurrence of a Dissolution Event (as defined in Article X of the Fourth Amended and Restated Operating Agreement of Producer). (d) Either Party may terminate this Agreement immediately upon notice to the other Party if (i) such other Party files a petition for adjudication as a bankrupt, for reorganization or for an arrangement under any bankruptcy or insolvency law; (ii) an involuntary petition under such law is filed against such other Party and is not dismissed, vacated or stayed within 60 days thereafter; or (iii) such other Party makes an assignment of all or substantially all of its assets for the benefit of its creditors. (e) Bunge may terminate this Agreement immediately upon notice to Producer if there is a Change in Control of Producer. A "Change of Control" occurs upon any of: (i) a sale of all or substantially all of the assets of Producer; (ii) a merger or consolidation involving Producer, excluding a merger or consolidation after which 50% or more of the outstanding equity interests of Producer continue to be held by the same holders that held 50% of more of the outstanding equity interests of Producer immediately before such merger or consolidation; or (iii) any issuance and/or acquisition of equity interests of Producer that results in a person or entity holding 50% or more of the outstanding equity interests of Producer, excluding any persons or entities that held 50% or more of the outstanding equity interests of Producer immediately before such acquisition. (f) Producer may terminate all of the Related Agreements upon 60-days' notice to Bunge to the extent that: (i) there has been a Change in Control of Producer, and (ii) Producer has paid an early termination fee calculated in accordance with the following formula: [10 – (number of Elapsed Years)] x $2,000,000 where "Elapsed Years" means the number of full calendar years that have elapsed from the Effective Date until the date that Producer provides notice of termination pursuant to Section 6.2(f). The early termination fee shall be prorated for any partial year based on the number of days remaining in the year of termination from the expiration of the notice period. (g) Producer may terminate this Agreement upon 60-days' notice to Bunge: (i) during January of any year immediately following a calendar year during which none of Bunge Limited or any of its Affiliates earned any of its revenues from the production or sale of ethanol; or (ii) at any time after Bunge sells more than 50% of the Series B Units of Producer (or any successor security issued by Producer) that Bunge holds as of the Effective Date, other than a transfer by Bunge to any of its Affiliates. 6.3 Survival. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, Sections 2.1(d), 2.3(b), 4, 5, 6.3, 8, 9, 13-15, and 17-23, will remain in effect after the expiration or termination of this Agreement. View More

Term and Termination. 9.1 Term. The term of this Agreement shall continue until expiration of all payment obligations hereunder. 9.2 Termination. 9.2.1 Imprimis shall have the right to terminate this Agreement at its option in its sole discretion upon written notice to Seller. 9.2.2 If Imprimis, its Licensee or their respective Affiliates fails either to file an Investigational New Drug Application in the United States for a Product, or to generate Net Receipts, before the fifth anniversary of the Effective Date, the...n (unless the parties otherwise mutually agree in writing) Seller shall have the right, at its option and as its sole remedy, to terminate the Agreement. 9.2.3 In the event of the termination of this Agreement in accordance with this Section 9.2, Imprimis shall re-assign to Seller the Technology and the other Assets. View More

Term and Termination. 13.1 Term. The term of this Agreement (the "Term") shall commence on the Effective Date and shall continue in effect thereafter until the expiration of Company's obligation to pay royalties under Section 4.1(c), unless terminated earlier as set forth herein. 13.2 Termination by CyDex. If Company should violate or fail to perform any term or covenant of this Agreement, then CyDex may give written notice of such default (a "Notice of Default") to Company. If Company should fail to cure such defaul...t within thirty (30) days (or ten (10) days with respect to any payment obligation) of the date of such notice or prior to the natural expiration date of this Agreement, whichever is shorter in duration, CyDex shall have the LICENSE AND SUPPLY AGREEMENT PAGE 24 ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED right to terminate this Agreement by a second written notice (a "Notice of Termination") to Company. If Notice of Termination is sent to Company, this Agreement shall automatically terminate on the effective date of such notice. **** In addition, CyDex may terminate this Agreement immediately upon written notice to Company in the event Company makes an assignment for the benefit of creditors or has a petition in bankruptcy filed for or against it that is not dismissed within ninety (90) days of such filing. 13.3 Termination by Company. Company shall have the right at any time to terminate this Agreement in whole by giving CyDex at least ninety (90) days prior written notice or at least forty-five (45) days prior written notice in the event of a material breach. 13.4 Effect of Termination. Following the termination or expiration of this Agreement, all rights granted to Company herein shall immediately terminate and each party shall promptly return all relevant records and materials in its possession or control containing the other party's Confidential Information with respect to which the former party does not retain rights hereunder; provided, however, that each party may retain one archival copy of such records and materials solely to be able to monitor its obligations that survive under this Agreement. 13.5 Survival. Notwithstanding any other provisions of this Agreement, any liability or obligation of either party to the other for acts or omissions prior to the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement. Such termination or expiration shall not relieve either party from obligations that are expressly indicated to survive termination or expiration of this Agreement, nor shall any termination or expiration of this Agreement relieve Company of its obligation to pay CyDex (a) royalties for all Licensed Product sold by Company, its Affiliates or Sublicensees prior to the effective date of such expiration or termination, or (b) sums due in respect of Captisol shipped prior to termination or expiration of this Agreement. Unless terminated for material breach by Company, Sections 2.2 (Grant of License from Company to CyDex), 3.5 (Quality Control; Acceptance and Rejection), 4.1 (Payments and Royalties for Licenses), 4.3 (Currency), 4.4 (Taxes), 4.5 (Late Payments), 5 (Records; Reports; Audits), 6.3(f) (Reporting and Study Data), 6.5 (Access to Company's Data), 7.3 (Adverse Event Reporting), 7.4 (Product Recalls), 8 (Confidentiality), 9.3 (Disclaimer), 10 (Indemnification), 11 (Limitation of Liability), 13.4 (Effect of Termination), 13.5 (Survival), and 14 (General Provisions) shall survive termination or expiration of this Agreement. View More