Term and Termination Contract Clauses (2,602)

Term and Termination. 7.1Term. This Agreement will commence on the Effective Date and will continue in effect for a period of two (2) years (the "Initial Term"), unless this Agreement is earlier terminated pursuant to Section 7.2. Upon expiration of the Term, *** by providing UTECH at least thirty (30) days prior written notice *** the "Term." CUSTOMER acknowledges and agrees that each *** shall not include Enterprise Support set forth in Section 3.1 and further detailed in Exhibit D. 7.2Termination. Either party may... terminate this Agreement at any time upon written notice to the other party if the other party breaches any material term hereof and fails to cure such breach within thirty (30) days after receiving written notice of such breach from the non-breaching party. 7.3Effects of Termination. Upon expiration of the Term, CUSTOMER and its Affiliates shall cease all use of the Unity Source Code and will promptly permanently delete or destroy all copies of the Unity Source Code and so certify in writing. CUSTOMER and its Affiliates may continue to use any fully paid up licenses for the Unity Products in Unity Object Code form after the expiration of the Term. Thus such expiration shall have no effect on CUSTOMER's Titles whether such Titles were released during the term of the Prior Agreement or during the Term or on CUSTOMER's ability to support the same, provided that CUSTOMER's support of its Titles does not imply any right to use or access to the Unity Source Code after the Term. Notwithstanding the foregoing, in the case of termination of this Agreement by UTECH for an uncured material breach by CUSTOMER of Sections 2.1-2.6, 4, or 5.1 of this Agreement (to the extent CUSTOMER is able to take commercially reasonable steps to cure such breach), CUSTOMER will immediately cease all use of the Unity Source Code and all Unity Products in Unity Object Code form, and will promptly return to UTECH, permanently delete and/or destroy any copies of the Unity Source Code and Unity Object Code and so certify in writing. All payable amounts of License Fees are immediately due and payable upon any termination of this Agreement other than a termination by CUSTOMER for an uncured breach by UTECH. 7.4 Survival. After termination or expiration of this Agreement, the following Sections will survive: Section 1, 2, 4, 7, 8, 9, 10 and 11. View More

Term and Termination. 10.1 Term. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 10.2 Grounds for Termination. (a) Either party shall have the right to terminate this Agreement upon the occurrence of any of the following events: (i) the failure of the other party to comply with any of the terms of this Agreement or otherwise discharge ...its duties hereunder in any material respect, or the breach by the other party of any of its representations or warranties herein in any material respect, if such failure or breach is not cured within ninety (90) days of such breaching party's receipt of written notice specifying the nature of such failure or breach with particularity; or (ii) the making by the other party of an assignment for the benefit of its creditors, or the filing by or against such other party of any petition under any federal, state or local bankruptcy, insolvency or similar laws, if such filing has not been stayed or dismissed within sixty (60) days after the date thereof. 10.3 INTERSECT shall also have the right to suspend further performance under this Agreement and/or terminate this Agreement in its entirety, without liability except for unpaid previously delivered API that conforms with the terms hereof, if: (i) HOVIONE loses any approval(s) from the US FDA required to perform its obligations under this Agreement or if HOVIONE is involved in felonious or fraudulent activities; Continuing Obligations; Survival. In no event shall any termination or expiration of this Agreement excuse either party from any breach or violation of this Agreement and full legal and equitable remedies shall remain available therefore, nor shall it excuse either party from making any payment due under this Agreement with respect to any period prior to the date of expiration or termination. View More

Term and Termination. The term of this Agreement (the "Term") shall commence on September 9, 2019, and continue until March 11, 2020 (the "Initial Term") or the earlier termination of this Agreement pursuant to Section 3(b) or Section 3(c). At the end of the Initial Term, the Parties may jointly renew and extend the Term in 6-month increments. (b)Termination by the Company. Notwithstanding Section 3(a), the Company may terminate this Agreement by giving written notice ("Notice of Termination") to Meridian:(i)in the e...vent of (A) a material breach by Meridian or any of the Consultants of Section 5(a), Section 5(c), Section 8, Section 20(a) or Section 21 (the "Subject Obligations"), (B) a material breach by Meridian or any of the Consultants of any of its or their obligations under this Agreement other than the Subject Obligations, at any time following the date that is thirty (30) days after Meridian's receipt of the Company's written notice of such material breach if such breach is not remedied during such period or (C) fraud, willful misconduct or gross negligence by Meridian or the Consultants; (ii)if any two Consultants resign from Meridian and/or his designated position with the Company during the Term other than as a result of death or disability; and/or(iii)at any time following the date that is one month following the date of this Agreement provided that the Company has given at least thirty (30) days' notice. (c)Termination by Meridian. Notwithstanding Section 3(a), Meridian may terminate this Agreement by giving a Notice of Termination to the Company:(i) in the event of a material breach by the Company of any of its obligations under this Agreement, at any time following the date that is thirty (30) days after the Company's receipt of Meridian's written notice of such material breach if such breach is not remedied during such period; and/or(ii)at any time following the date that is one month following the date of this Agreement provided that Meridian has given the Company at least thirty (30) days' notice. (d)Effect of Termination. Notwithstanding anything to the contrary:(i)upon a termination or expiration of the Term each of this Section 3(d), Section 2(b), Section 2(e), Sections 5 through 9 (inclusive) and Sections 11 through 20 (inclusive) shall survive in accordance with its express terms, and(ii)in the event of a termination by the Company pursuant to Section 3(b)(iii) or by Meridian pursuant to Section 3(c)(i) (collectively, the "Subject Termination Rights"), the Company shall have no further obligation to Meridian or the Consultants except for payment by the Company of the Subject Termination Amount (as defined below), which amount shall be paid in a lump-sum within sixty (60) days following such termination; (iii)in the event of a termination other than by an exercise of the Subject Termination Rights, the Company shall have no further obligation to Meridian or the Consultants except for payment by the Company of accrued but unpaid Services Fees that relate to the period ending on the date of termination, which amount shall be paid in a lump-sum within sixty (60) days following such termination. (e)"Subject Termination Amount" means (i) if such termination occurs prior to December 31, 2019 the Services Fees not already advanced as set forth on Exhibit B payable between the date of termination and December 31, 2019, and (ii) if such termination is after December 31, 2019, the Services Fees as set forth on Exhibit B not already advanced payable from the date of termination through the Initial Term; provided, however, that if such termination is during the pendency of Alta Mesa's case under Chapters 11 or 7 of the Bankruptcy Code, then the Subject Termination Amount shall be limited as required by the Bankruptcy Code. View More

Term and Termination. 7.1 Term. The term of this Agreement (the "Term") shall begin on the Execution Date and, unless earlier terminated in accordance with this Article 9, shall continue in existence for so long as the Company or any of its Affiliates, licensees or sublicensees is developing or commercializing any Product in the ACT Field or BioAtla or any of its Affiliates, licensees or sublicensees is developing or commercializing any BioAtla CAB Non-ACT Product in the CAB Non-ACT Field. 7.2 Termination. This Agree...ment may be terminated only by mutual written agreement of the parties. In the event the parties terminate this Agreement by mutual written agreement, the parties shall also mutually agree in writing upon the consequences of such termination and the parties' respective surviving rights and obligations hereunder. 7.3 Consequences of Expiration; Accrued Obligations; Survival. Expiration of this Agreement shall not relieve either party of any obligation or liability accruing prior to such expiration, nor shall such expiration preclude either party from pursuing all rights and remedies it may have under this Agreement, at law or in equity, with respect to breach of this Agreement. In addition, the parties' rights and obligations under Sections 5.2, 5.3, 5.4, 5.5, 6.1, 6.2, 6.3, 8.6, 8.7 and 9.3 and Articles 10, 11 and 12 of this Agreement shall survive expiration of this Agreement. View More

Term and Termination. (a) Term. Unless terminated earlier in accordance with this Section 2, the term ("Term") of this Agreement shall commence on April 1, 2020 ("Term Commencement Date") and expire on March 31,2023 ("Expiration Date"). Under no circumstance shall Licensor be liable to Licensee for failure to provide access to the Licensed Premises or Shared Premises on or before April 1, 2020; provided, however, that if Licensor is unable to provide Licensee access to the Licensed Premises, including but not limited... to Biosafety Level 1 and 2 permits, on April 1,2020, then the Term Commencement Date, Expiration Date, and Initial License Fee Commencement Date shall be extended by the number of days Licensor is unable to provide access to the Licensed Premises, and the License Fee Commencement Date shall be extended by one and one-half day for each day that Licensor is unable to provide access to the Licensed Premises. Licensee shall have the option to extend the Term of the License Agreement for total of three (3), one (1) year periods ("Extension Term"), provided that Licensee gives Licensor nine (9) months advance written notice prior to the applicable Expiration Date. The License Fee during each Extension Term shall be set at fair market value, which shall be determined in accordance with industry standards and shall be comparable to similar-sized spaces within the Boston market. 2 (b) Termination. Licensor may terminate this Agreement immediately for "cause" by giving written notice to Licensee specifying the cause. "Cause" shall include, but is not limited to: (i) Licensee's violation of this Agreement or any provisions contained in the Lease; (ii) Licensee's failure to comply with any covenants contained herein; or (iii) Licensee's use of the Licensed Premises or Shared Premises in violation of any applicable laws or rules and procedures promulgated by Licensor or Landlord. Excepting instances in which the cause threatens the health or safety of the Building or its occupants (in which no advance notice is required) as determined in good faith, or the cause arises out of Licensee's failure to pay any sums hereunder (in which case Licensee shall be permitted to cure such failure within five (5) days of notice from Licensor to Licensee), Licensee shall be in default hereunder if Licensee does not cure any cause set forth above within fifteen (15) days of written notice from Licensor to Licensee. Upon the occurrence of any of the foregoing, and at any time thereafter, with or without notice or demand and without limiting Licensor in the exercise of any right or remedy that Licensor may have, Licensor may do any or all of the following by written notice to Licensee or by any lawful means, (A) terminate Licensee's access to the Licensed Premises, or (B) terminate the License. In either instance, Licensee shall immediately surrender the Licensed Premises to Licensor. In such event, Licensor shall have the immediate right to re-enter and remove all persons and property from the Licensed Premises and Shared Premises, and such property may be removed and stored in a public warehouse or elsewhere at the cost and for the account of Licensee, without being deemed guilty of trespass or becoming liable for any loss or damage that may be occasioned thereby. In the event that Licensor shall elect to so terminate this License, then Licensor shall be entitled to recover from Licensee all direct and indirect damages incurred by Licensor by reason of Licensee's default including, but not limited to, recovery of any broker's fee paid by Licensor in relation to this Agreement and all reasonable attorneys' fees. Upon termination of this Agreement, the License shall expire and Licensee shall immediately vacate the Licensed Premises and Shared Premises. Under no circumstances shall Licensee, Licensor or Landlord be liable for any alleged, purported, consequential or indirect damages resulting from Licensor or Landlord terminating this Agreement; provided, however, that Licensee may be liable for consequential or indirect damages arising out of its (x) failure to comply with, or violation of, Section 8 below or (y) failure to timely vacate the Licensed Premises in accordance with this Section if and only if Licensee's possession continues for thirty (30) days after written notice from Licensor, which notice shall state that Licensee shall be liable for consequential and indirect damages if Licensee remains in possession of the Licensed Premises after such thirty (30) day period. View More

Term and Termination. Subject to Section 14.2, the Term of this Agreement shall be four (4) calendar years. Notwithstanding any termination as described in Sections 14.2, 14.3, 14.4 or 14.5, it is the intent of the Parties that any renewal or extension of the Term will be agreed to in writing between the Parties, no later than eighteen (18) calendar months prior to its expiration. 14.2Termination at Will. Akebia will have the right, in its sole discretion, to terminate this Agreement for any reason, upon one hundred ...and eighty (180) calendar days prior written notice to STA. 14.3Termination by Akebia for Cause. Akebia may terminate this Agreement or any Purchase Orders if STA fails to cure a material breach of this Agreement by STA within [**] after receiving written notice from Akebia of such breach. Further, Akebia may terminate this Agreement or any Purchase Orders with immediate effect at any time upon written notice to STA in the event of a material breach of this Agreement by STA which cannot be cured. 14.4Termination by STA for Cause. STA may terminate this Agreement or any Purchase Orders if Akebia fails to cure a material breach of this Agreement by Akebia within [**] after receiving written notice from STA of such breach. Further, STA may terminate this Agreement or any Purchase Orders with immediate effect, at any time upon written notice to Akebia in the event of a material breach of this Agreement by Akebia which cannot be cured. 14.5Termination due to Product Discontinuation. If Akebia finally and definitely ceases or decides not to pursue the regulatory approval of any product containing the Product in any market, Akebia shall be entitled to terminate this Agreement with immediate effect. 14.6Effect of Termination or Expiration. Upon termination or expiration of this Agreement, neither STA nor Akebia will have any further obligations under this Agreement, provided that such termination or expiration shall be without prejudice to any rights that have accrued to the benefit of a Party prior to such expiration or termination, and further provided that: (a)Akebia will promptly pay to STA: (i) the Product Price of any existing inventories of Product held by STA that are subject to a Purchase Order in effect at the time of such expiration or termination; (ii) the Product Price of any Safety Stock of Product in STA's possession at the time of such termination. Payment by Akebia under Sections 14.6(a)(i) and 14.6(a)(ii) shall be contingent upon Akebia Release of any such Product, which Akebia Release shall not be unreasonably withheld. (b)Except in the event of termination of the Agreement by Akebia in accordance with Section 14.3. above, Akebia will promptly pay to STA (i) the cost of any [**], acting diligently in the ordinary course of business in order to perform the Services in accordance with an open Purchase Order provided by Akebia, and have not yet begun such Manufacture at the time of such expiration or termination, and (ii) any other non-cancellable obligations incurred in connection with the Services, to the extent that such obligations directly relate to an open Purchase Order provided by Akebia. At Akebia's option, and with prior written notice to STA, STA will deliver or destroy all Product and Raw Materials as directed by Akebia. Delivery shall be [**], and destruction shall be at Akebia's cost. (c)each Recipient will promptly return to the Discloser or destroy all of Discloser's Confidential Information (including all copies) provided to Recipient under this Agreement pursuant to Section 13.3. 14.7[**]. If this Agreement is terminated by STA pursuant to Section 14.4, then STA may charge Akebia for [**]. STA hereby agrees that [**]. For the avoidance of doubt, [**]. 15.2All materials to be provided by Akebia to STA will be delivered [**], including Akebia Materials. For the avoidance of doubt, [**]. View More

Term and Termination. 15.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until December 31, 2021 (the "Initial Term"), unless earlier terminated in accordance with the terms and conditions of this Agreement. Thereafter, the parties may mutually agree in writing to renew this Agreement for additional six-month terms (each a "Renewal Term," and collectively with the Initial Term, the "Term"). 15.2 Termination. Either party may terminate this Agreement ...prior to its expiration and upon thirty (30) days prior written notice if: (a) a party breaches any material term of this Agreement and the breaching party has not cured the breach within such thirty (30) day period or (b) a party is the subject of a liquidation or insolvency, or the filing of bankruptcy, or similar proceeding(s) (provided that in the case of involuntary proceedings, such proceedings are not dismissed within sixty (60) days of filing). 15.3 Effect of Termination. 15.3.1 Upon expiration or notification of termination of this Agreement, NovaBay shall submit to Microprofit within thirty (30) days a list of all Products in NovaBay's inventory as of the effective date of expiration or termination. Unless otherwise mutually agreed by the parties, NovaBay shall have sixty (60) days following the expiration or termination of this Agreement to continue to Distribute any Product in NovaBay's inventory as of the effective date of expiration or termination. Microprofit may also elect to repurchase unused (brand new) Products in NovaBay's inventory as of termination or of expiration of this Agreement at the Price paid by NovaBay less a 10% restocking fee. Except as otherwise permitted in this Section 15.3.1, all rights and licenses of NovaBay hereunder with respect to the Product shall automatically terminate and all Permits held by NovaBay shall revert to Microprofit. 9 15.3.2 Each party shall, within thirty (30) days of the effective date of termination or expiration, either (a) return to the other party all of the other party's Proprietary Information then in a party's possession, custody or control or (b) certify to the other party in writing that all copies of such Proprietary Information have been destroyed. 15.3.3 To the extent permitted under Applicable Law, upon the termination of this Agreement in accordance with its terms, except for obligations incurred prior to the effective date of termination, neither party shall have any obligation to the other party, or to any employee, agent or representative of a party, for compensation or for damages of any kind, whether on account of loss by a party, or by such employee, agent or representative of present or prospective sales, investments, compensation or goodwill; provided, however, that nothing in this Section 15.3.3 shall relieve either party of any liability for willful misconduct, gross negligence, or breach of contract. 15.3.4 To the extent permitted under Applicable Law, NovaBay's ability to pursue selling its remaining inventory of the Product during the sixty (60) days after expiration or termination of this Agreement pursuant to Section 15.3.1, or, to extent otherwise expressly permitted in this Agreement, NovaBay's right to sell such inventory if not so repurchased by Microprofit, shall constitute NovaBay's sole remedy for the expiration or termination of this Agreement. 15.4 Survival. The provisions of Sections 6.3, 6.4, 6.5, 9.1 (with respect to the Product under warranty), 9.2 (with respect to the Product under warranty), 9.4, 9.5, 15.2, 15.4 and 15.5, and Sections 1 (with respect to the Product which were in NovaBay's inventory at the time of termination of the Agreement), 7, 8, 11, 12, 13, 14, 19 and 20 shall survive termination or expiration of this Agreement. All other provisions of this Agreement shall terminate upon any termination or expiration of this Agreement. 15.5 Accrued Obligations. Expiration or termination of this Agreement for any reason shall not release either party hereto from any obligation (including payment obligations) or liability which, at the time of such expiration or termination, has already accrued to the other party or which is attributable to a period prior to such expiration or termination, nor preclude either party from pursuing all rights or remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement. View More

Term and Termination. 4.1 Term. The Term of this Agreement will commence on the Effective Date and shall continue for the time periods set forth in Schedules 1 and 2 unless sooner terminated in accordance with the terms of this Agreement. 4.2 Termination for Breach. Licensor and Licensee will be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within one hundred twe...nty (120) days after notice thereof by the non-breaching party. 3 4.3 Termination Upon Bankruptcy. Either party may terminate this Agreement by written notice to the other in the event of: (a) the other party's making assignment for the benefit of its creditors or filing a voluntary petition under any bankruptcy or insolvency law, under the reorganization or arrangement provisions of the United States Bankruptcy Code, or under the provisions of any law of like import; or (b) the filing of an involuntary petition against the other party under any bankruptcy or insolvency law, under the reorganization or arrangement provisions of the United States Bankruptcy Code, or under any law of like import; or (c) the appointment of a trustee or receiver for the party or its property. 4.4 Survival of Obligations; Return of Confidential Information. Notwithstanding any expiration or termination of this Agreement, Sections 1.4, 3, 4.4, 5.1, 5.2, and 6.1 through 6.11 shall survive and continue to be enforceable as set forth herein. Upon any expiration or termination of this Agreement, Licensee shall promptly return to Licensor, or at Licensor's direction, destroy all Licensor confidential information and all copies thereof in Licensee's possession. View More

Term and Termination. The initial term of this Agreement, subject to the remaining terms and conditions hereof, shall be for twelve (12) months from the effective date as stated in the preamble hereof. With respect to the term and termination hereof: (a) Renewal. At the expiration of the initial term, this Agreement shall continue from year to year under its then existing conditions unless and until a party hereto gives the other no less than ninety (90) days written notice of termination prior to expiration of the i...nitial term or of the one-year extension then in effect (a "Non-renewal Notice Date"). (b) Termination for Cause. Notwithstanding the foregoing, this Agreement may be terminated for cause, as follows: (i) If a party seeks to terminate this Agreement for cause, it shall deliver to the other party written notice of termination; which notice shall describe the basis for determining cause exists; and which notice shall provide 30-days' notice and opportunity to cure. In the event that basis for determining cause has not been cured to the reasonable satisfaction of the party giving notice within 30 days, then the party may deliver notice that this Agreement has been terminated. 2 (ii) Cause means: (A) A material breach of this Agreement. Material breach shall be: a. Any Manager individually or the Managers collectively failing to provide a commercially reasonable level of service necessary for the operation of LWE's business; b. A failure of a party (to include failure of the person being provided by a party) to comply with applicable laws or regulations; c. a willful breach by a party (to include a person being provided by a party) of a term of this Agreement; d. or acts or conduct by a party (to include a person being provided by a party) which demonstrates intentional misconduct, reckless misconduct or grossly negligent misconduct. (B) A deadlock in the management of LWE. Deadlock shall be the occurrence of disagreements among members of the LWE Board which, in the opinion of HALE, has impaired the ability of the management team to carry out the policies and/or procedures as directed by one or both Boards of Directors. (c) Return of Confidential Information. Upon termination each party shall return to the other all of the other's Confidential Information that may be in possession of the returning party. (d) Surviving Obligations. Payment of any reimbursement obligations which have accrued and are unpaid as of the date of termination, together with the obligations of the parties as set forth at Sections 4 - 7 hereof, shall survive termination hereof. In all other respects the obligations of the parties to each other shall cease upon termination hereof. View More

Term and Termination. 3.1This Agreement shall commence upon the date hereof (the "Effective Date") and shall continue until the first anniversary of the Effective Date, after which it shall automatically extend for additional one-year periods (such period, as it may be extended, being referred to as the "Consultation Period"), and unless sooner terminated by either Party in accordance with the provisions of Section 3.2. 3.2Without limiting any rights which either party to this Agreement may have by reason of any defa...ult by the other party as well as any other remedies that may be available at law or in equity), each party reserves the right to terminate this Agreement at its convenience by written notice given to the other party. 3.3Sections 3 through 15 hereof shall survive termination or expiration of this Agreement, unless otherwise explicitly provided herein. View More