This excerpt taken from the TRXI 10-K filed Feb 22, 2006.
7.2 Termination for Cause.
7.2.1 Either Party may terminate this Agreement and the rights granted herein if the other Party breaches any of the provisions of this Agreement and (i) fails to remedy such breach within thirty (30) days after receiving written notice thereof, or (ii) provided the breach
[*] - Confidential Treatment Requested
does not relate to a monetary obligation, fails to (a) commence a good faith action to remedy such breach within five (5) days after receiving written notice thereof, and (b) diligently pursue such action to conclusion. In addition, TRX may terminate the SWS Services if performance deficiencies identified in any Deficiency Notice are not corrected by SWS within thirty (30) days of TRXs approval of a related Corrective Action Plan; provided, however, TRX will not have a right to terminate the SWS Services if SWS deficiency of the performance levels or any SWS failure to rectify such deficiencies is due to an Excluded Cause.
7.2.2 Should either Party (1) make a general assignment for the benefit of creditors; (2) institute proceedings to be adjudicated a voluntary bankrupt; (3) consent to the filing of a petition of bankruptcy against it; (4) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (5) seek reorganization under any bankruptcy act; (6) consent to the filing of a petition seeking such reorganization; or (7) 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 Partys property or providing for the liquidation of such Partys property or business affairs, which decree is not dismissed within sixty (60) days; then, in any such event, the other Party, at its option and without prior notice, may terminate this Agreement effective immediately.
7.3 Termination for Convenience. Both Parties agree that the [*] Transition Events are required to be completed no later than January 31, 2006. If the Parties do not complete the [*] Transition Events by such date, then SWS can, at its option, extend such deadline by one (1) month increments until December 31, 2006. Notwithstanding the immediately preceding sentence of this section, SWS will have the right to terminate this Agreement if the [*] Transition Events are not completed by January 31, 2006, by providing TRX with three (3) months prior written notice. The Parties agree that, during this three (3) month notice period, SWS shall continue to pay the [*] to TRX and TRX shall continue to pay the [*] to SWS, in accordance with Section 6 of this Agreement.
7.4 Outstanding Obligations. Termination of this Agreement for any reason shall not relieve or release any Party from any rights, liabilities or obligations accrued prior to the date of such termination and shall be in addition to all other rights and remedies any Party shall have available to it under this Agreement or by law or in equity.