Should TRX become insolvent and cease to conduct business in the ordinary course without its obligations hereunder being assumed by a third party, *. Upon termination of this Agreement for any reason other than the insolvency of TRX or TRX ceasing to conduct business in the ordinary course and its obligations hereunder are not assumed by a third party: (1) all rights and licenses granted to Client hereunder shall immediately cease (2) TRX shall terminate Client’s access to the Services (3) Client shall immediately cease use of the Services (including all Software) in any manner whatsoever, and delete and return all copies of Software, Documentation and other related materials to TRX and (4) all payments owed to either party shall be immediately due and payable. Should either party (i) admit in writing its inability to pay its debts generally as they become due (ii) make a general assignment for the benefit of creditors (iii) institute proceedings to be adjudicated a voluntary bankruptcy (iv) consent to the filing of a petition of bankruptcy against it (v) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent (vi) seek reorganization under any bankruptcy act (vii) consent to the filing of a petition seeking such reorganization or (viii) have a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such party’s property or providing for the liquidation of such party’s property or business affairs then, in any such event, the other party, at its option and without prior notice, may terminate this Agreement effective immediately. Termination of this Agreement does not constitute either party’s exclusive remedy for breach or non-performance by the other party and, subject to the other provisions of this Agreement, each party is entitled to seek all other available remedies, both legal and equitable, including injunctive relief. Either party may terminate this Agreement and the rights granted herein if the other party materially breaches any of the provisions of this Agreement and fails to remedy such breach within thirty (30) days after receiving written notice thereof, provided the breach does not relate to a monetary obligation (in which case TRX may exercise its rights under Section 6(a)) or breach of confidentiality (in which case the non-breaching party may exercise its rights under Section 7(f)). TRX in writing of its choice of option (a) or (b) by December 1, 2011, then Client shall be deemed to have chosen option (b). In the event that Client exercises its option for a * renewal, the TRAVELTRAX services shall not be extended past December 31, 2012. If notice of termination is provided by Client but TRAVELTRAX services provided by TRX extend past the termination date of the then-current term, then pricing for such TRAVELTRAX services shall be, at Client’s option, either (a) a * or (b) a *. Either party may terminate this Agreement prior to the beginning of the Renewal Term by providing one hundred twenty (120) days written notice to the other party prior to the end of the then-current term. Termination Clause Samples Sample 1 – Softare and Service Agreement However, get legal advice from attorneys to prevent mistakes that can affect your future. Many projects can benefit from a termination clause. Example 3: Counterparties buying and selling an asset with limitations.Performing M&A due diligence when considering a new venture Negotiating severance pay for the supposed termination of employees Not all contract breaches are created equally, and termination clauses provide guidance. The purpose of termination clauses is to remove issues surrounding breach of contract claims and termination. Negotiate these terms carefully with an attorney to ensure that they are enforceable and fair. These rules typically address who may cancel the contract and for what reasons. Termination clauses set the terms and conditions surrounding a contract cancellation that doesn’t result in penalties. Here’s an article about termination clauses for more information. General contract principles still apply regardless of the terms and conditions. Incorrect use of the termination clause can also result in a legal conflict. Parties can avoid a dispute by allowing a termination clause to trigger for a previously agreed upon reason. Termination clauses, also called severance clauses, authorize parties to terminate an agreement without breaching the contract under early termination and mutual termination.
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