Term and Termination Contract Clauses (2,602)

Term and Termination. 7.1. Term and Rights to Terminate. The term of this Agreement (the "Term") and Consultant's engagement shall commence on the Effective Date and continue for until December 31, 2019, subject to its earlier termination by either party hereto upon written notice of termination to the other party with or without cause. 7.2. Effects of Termination. Except as may otherwise be expressly provided herein, upon the termination of this Agreement for any reason pursuant to Section 7.1 above, (i) Consultant ...shall immediately discontinue the performance of services on the date and to the extent specified in the notice, (ii) Consultant will promptly return all property of the Company or its affiliates which may be held in Consultant's custody or trust, including but not limited to, equipment/and or documents of any nature whatsoever, and Consultant will not duplicate or cause to have duplicated any documents relating to the services performed by Consultant under this Agreement, except as may be specifically authorized in writing by the Company, (iii) Consultant shall promptly return and destroy all Confidential Information as provided in Section 5.6, (iv) Consultant shall be paid the actual costs incurred during the performance of services hereunder up to the date of termination that have not been previously reimbursed by the Company, but only to the extent such costs are necessary, reasonable and verifiable and have been incurred by Consultant prior to or in connection with discontinuing the work hereunder, specifically excluding unabsorbed overhead or anticipatory profit and (iv) neither party hereto shall have any further obligations to the other under this Agreement beyond any other rights or obligations that have accrued hereunder prior to the date of termination. 7.3. Survival. Any provision of this Agreement which is expressly or by implication intended to survive the termination of this Agreement, including Section 5, shall survive and remain in effect after the termination of this Agreement 8. Governing Law. This Agreement will be governed by, and construed and interpreted in accordance with, the laws of the State of Texas applicable to contracts to be performed exclusively therein without regard to the choice of law previsions thereof. Any action to enforce this Agreement or address any dispute hereunder shall be commenced in a court of competent jurisdiction within the State of Texas, and the parties to this Agreement unconditionally waive trial by jury. This Agreement will not be construed against any party on the ground that it was the drafter of the Agreement or any particular provision. All captions and headings herein contained are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. View More

Term and Termination. 8.1. Term. This Agreement commences on the Effective Date and continues until the earlier of: (i) the completion of all the SOWs under the Research; or (ii) [****] from the Effective Date ("Term"). Sponsor and MSK will have the option to extend this [****] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 7 Agreement for a specified period of time,... either with or without further compensation, by the mutual written consent of duly authorized representatives of MSK and Sponsor. The term of each SOW shall be as set forth therein. 8.2. Termination. Either Party may terminate this Agreement, or any individual SOW, for any reason following [****] advance written notice. In the event of such early termination, Sponsor will reimburse MSK for all expenses incurred up to the date of termination, including, but not limited to, all non-cancelable obligations, and shall pro-rate financial support due based upon actual work performed and expenses committed pursuant to the applicable SOWs. Termination of this Agreement shall effectuate the termination of all then-active SOWs. 8.3. Survival. In the event of termination of this Agreement, the provisions of Sections 3 (Confidentiality), 4 (Results, Reports & Publication), 5 (Intellectual Property), 7 (Patent Prosecution) 8 (Term and Termination), 9 (Indemnification), 10 (Disclaimer and Warranties/Limitation of Liabilities), 11 (Use of Name) and 14 (Miscellaneous) will remain in effect, as well as any other provisions of this Agreement, as are necessary to effect the purposes of this Agreement. View More

Term and Termination. 9.1 Term. 9.2 Default by Tenant. 9.3 Procedure Upon Termination – Tenant Event of Default. 9.4 Effect of Termination. 9.5 Inspections by Landlord. 9.6 Indemnification. 9.7 Default by Landlord.

Term and Termination. 12.1 Term. This Agreement will become effective upon the Effective Date and will continue in effect for ten (10) years, unless earlier terminated in accordance with this Article 12 (the period during which this Agreement remains in effect, the "Term"). 12.2 Termination for Insolvency, Bankruptcy. Either Party may, at its option, terminate this Agreement immediately upon written notice to the other Party, in the event that such other Party (i) becomes insolvent or unable to pay its debts when due...; (ii) files a petition in bankruptcy, reorganization or similar proceeding or has such a petition filed against it, which petition is not removed within ninety (90) days; (iii) discontinues it business; (iv) has a receiver appointed over all or a part of its assets; or (v) makes an assignment for the benefit of its creditors. 12.3 Termination Upon Breach. Either Party may, at its option, terminate this Agreement in the event of a material breach by the other Party. Such termination may be effected only through a written notice to the breaching Party, specifically identifying the breach or breaches on which such notice of termination is based. The breaching Party will have a right to cure such breach or breaches within sixty (60) days of receipt of such notice, and this Agreement will only terminate pursuant to this Section 12.3 in the event that such cure is not made within such sixty (60)-day period. 12.4 Mutual Agreement for Early Termination. The Parties may terminate this Agreement upon mutual written agreement providing a ninety (90) days termination period. 12.5 Survival. The provisions of Sections 8.4, 8.5, 12.5, and 12.6, and Articles 1, 7, 9, 11, and 13 will survive the expiration or termination of this Agreement. 12.6 Effects of Termination. Upon termination or expiration of this Agreement, (a) each Party will return and cease use of any Confidential Information of the other Party received under this Agreement; (b) each Party will promptly pay to the other, without offset or deduction, all amounts due and remaining unpaid as of the date of such termination or expiration; (c) Isoray shall complete all work in process, fulfilling pending purchase orders as of the termination or expiration date; (d) GT MED TECH shall pay invoices for such Products shipped under such pending purchase orders; and (e) the Parties shall cooperate on the return of Tools from Isoray's facilities to a location designated by GT MED TECH. View More

Term and Termination. 5.1 Term. This Agreement shall commence on the Effective Date and, shall continue in perpetuity for licenses related to the Licensed Property, unless expiring sooner with respect to Third Party Licensed Property, and unless earlier terminated pursuant to Section 5.2. 5.2 Termination for Cause. Either Party may, at its option, terminate this Agreement at any time by giving written notice to the other Party upon the occurrence of any of the following events: (a) A Party fails or neglects to perfor...m its material obligations or covenants or otherwise breaches any material term or condition or this Agreement if such default is not corrected within thirty (30) days after receiving written notice from the other Party with respect to such default; (b) Termination occurs pursuant to Section 9.3. 5.3 Licensor may terminate this Agreement at any time by giving written notice to the Licensee upon the occurrence of any of the following events: (a) Licensee fails to pay any amounts owed Licensor and fails to fully cure such default within thirty (30) days after receipt of notice of such delinquency; (b) There is a cessation of operations by Licensee or the institution by or against Licensee of any proceeding (whether voluntary or judicially-ordered) in bankruptcy or for dissolution, liquidation, winding up, reorganization, arrangement, or the appointment of a receiver, trustee, or judicial administrator (or the equivalent thereof in the Territory), or any other proceeding under any law for the relief of debtors which is not cleared within thirty (30) days of inception; (c) Licensee makes an assignment for the benefit of, or composition or arrangement with, creditors, or admits in writing its inability to pay its debts as they become due; 15 (d) Licensee violates Section 9.5, including by assigning (other than as permitted herein), mortgaging, sublicensing (other than as permitted herein), or taking other action to otherwise encumber this Agreement without the prior written consent of Licensor, provided, however, that in the event that one or more of Licensee's Affiliates undergoes a Change of Control, this Agreement will terminate only with respect to any such Affiliate that undergoes a Change of Control. 5.4 Effect of Termination. (a) Upon any termination of this Agreement, the licenses granted under this Agreement shall cease immediately, and Licensee shall (i) promptly discontinue all use of the Licensed Property and Licensee shall return to Licensor or destroy all Licensed Property in all tangible forms, including written and pictorial form, then held by Licensee, its Affiliates or by any employee or agent of Licensee or its Affiliates who shall have received any such Intellectual Property, directly or indirectly, from Licensee, and (ii) promptly pay to Licensor, all amounts due and payable hereunder. (b) In the event this Agreement is terminated on or before the fifth anniversary of the Effective Date, Licensor shall pay, within thirty (30) days of such termination, a break fee as set forth in the following table: Time Frame Break fee On or before the first anniversary of the Effective Date $223 million dollars On or before the second anniversary of the Effective Date $188 million dollars On or before the third anniversary of the Effective Date $150 million dollars On or before the fourth anniversary of the Effective Date $110 million dollars On or before the fifth anniversary of the Effective Date $68 million dollars 5.5 Survival. The provisions of Article 1, Section 2.9(a), Section 2.11, Section 2.12, Article 3 (with respect to payments due as of the end of the Term, record keeping and audit, and with respect to any surviving sublicenses), Article 4, Section 5.4, Article 7 16 and Article 9 shall survive the termination or expiration of this Agreement. The remaining provisions shall survive to the extent intended by their nature to survive. View More

Term and Termination. This Agreement commences on the Effective Date and will continue until the earlier of (a) August 14th, 2018 or (b) termination as provided below. 2.2 Termination. Company may terminate this Agreement by giving two weeks prior written notice to Contractor. Company may terminate this Agreement immediately and without prior notice if Contractor refuses to or is unable to perform the Services, is in breach of any material provision of this Agreement, or Company is dissatisfied with the quality of Co...ntractor's work. 2.3 Survival. Upon termination, all rights and duties of the parties toward each other cease except that: (a) Within 30 days of the effective date of termination, Company will pay all amounts owing to Contractor for Services or Contractor will return to Company any amount paid to Contractor as a retainer that is not owed against Services; and (b) Sections 2, 3, 4, 5, 6, 7, 8, and 10 survive termination of this Agreement. 2.4 Return of Materials. Upon the termination of this Agreement, or upon Company's earlier request, Contractor will deliver to Company all of Company's property and Confidential Information (as defined in Section 3.1) that is in Contractor's possession or control. View More

Term and Termination. NSC's Engagement will commence upon the execution of this Agreement and shall continue in effect for a period of 30 days (the "Initial Term"). During the Initial Term, this Agreement may not be terminated by the Company absent gross negligence or willful misconduct of NSC. After the expiration of the Initial Term, the Agreement shall automatically renew and continue in effect until it is terminated by either party with thirty (30) days' advance written notice to the other pursuant to Section 19.... Upon termination of this Agreement for any reason, the rights and obligations of the parties hereunder shall terminate, except for the obligations set forth in Sections 2, 3(b)-(d), 5, 6, 8-19, and Exhibit A, which shall survive termination. View More

Term and Termination. 10.1Term. The initial term of this Agreement shall be from the date hereof until March 31, 2020. Thereafter, this Agreement will remain in effect unless terminated by either Party pursuant to Section 10.2 below. 10.2Termination. Following its initial term, either party may terminate this Agreement with or without cause, at any time upon 30 days' prior written notice to the other party. Either party may terminate this Agreement immediately in the event the other party has materially breached the ...Agreement and failed to cure such breach within 15 days after notice by the non-breaching party is given. View More

Term and Termination. 5.1 Term. This Agreement shall expire upon total payment of the Purchase Price and issuance of the Purchase Shares to Purchaser. Purchaser's representations, warranties, and covenants shall survive the termination of this Agreement. 5.2 The Company may cancel this agreement upon: (a) any misrepresentation or omission of or on behalf of Purchaser made to the Company in connection with this Agreement; (b) adjudication of bankruptcy, or filing of a petition under any bankruptcy or debtor's relief l...aw by or against Purchaser, or failure of Purchaser to generally pay its debts as they become due; or (c) failure of Purchaser to pay the Purchase Price prior to June 30, 2020. 5.3 The right to cancel the agreement according to Section 5.2 shall be limited to the remaining agreement not fulfilled at the date of the intended cancellation. View More

Term and Termination. 3.1. Term. This Agreement commences on the Effective Date and continues until the earliest of: (i) termination by any Party in accordance with Section 3.2 below, or (ii) the date on which the last of the Sublicensed IP expires or is otherwise no longer effective (the "Term"). 3.2. Termination. Either Party may terminate this Agreement immediately upon: (i) a material breach of this Agreement by the other Party, if such breach is not cured within thirty (30) calendar days after written notice fro...m the non-breaching Party; or (ii) a voluntary petition in bankruptcy is filed by the other Party, an involuntary petition in bankruptcy is filed with respect to the other Party, or any petition, application or other pleading is filed or any proceeding is commenced seeking he appointment of a trustee, receiver or liquidator for the other Party. 4 3.3. Effect of Expiration or Termination. Upon the expiration of this Agreement or its termination by TOP, JP shall cease and thereafter refrain from all use of the Sublicensed IP, including the Sublicensed Marks. Upon the termination of this Agreement by JP pursuant to Section 3.2, all licensed rights in the Sublicensed IP will automatically become perpetual and irrevocable for as long as any such right is granted by TOL: (i) to TOP; (ii) to an entity affiliated with TOL or TOP or with substantially similar ownership; or (iii) to any other entity if such grant of rights is intended to avoid this provision. Upon any expiration or termination of this Agreement, the Receiving Party of any Confidential Information shall also destroy or return all Confidential Information to the Disclosing Party. 3.4. Survival. Sections 3.3, 4, 8, 9 and 10 of this Agreement will survive any termination or expiration of this Agreement. View More