Grouped Into 22 Collections of Similar Clauses From Business Contracts
This page contains Term Termination clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Term Termination. 7.1 Term. The term of this Agreement commences on the Effective Date and terminates on 31/12/2025, and shall thereafter renew for additional successive 5 year terms unless and until either Party provides notice of nonrenewal at least 90 days before the end of the then-current term, or unless and until earlier terminated as provided under this Agreement or applicable law (the "Term"). If either Party provides timely notice of its intent not to renew this Agreement, then unless earlier terminated ...in accordance with its terms, this Agreement terminates on the expiration of the then-current Term. 7.2 Termination Rights. Either Party may terminate this Agreement (including all related purchase orders pursuant to Section 7.3(a)), upon notice to the other Party: (a) except as otherwise specifically provided under this Section 7.2, if the other Party is in breach of this Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured within 30 days following the other Party's receipt of notice of such breach; (b) if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; Slinger Bag Americas Inc – Planet SportDistribution AgreementAugust 20206 (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) seeks reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Any termination under this Section 7.2 is effective on receipt of notice of termination. 7.3 Effect of Expiration or Termination. Upon the expiration or earlier termination of this Agreement: (a) All related purchase orders are automatically terminated; and (b) Each Party shall promptly return or destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on the other Party's Confidential Information. 7.4 Post-Term Resale. On the expiration or earlier termination of this Agreement, except for termination by SBA under Section 7.2(a), Distributor may, in accordance with the applicable terms and conditions of this Agreement, sell off its existing inventories of Goods for a period of 6 months following the last day of the Term ("Post-Term Resale Period").View More
Term Termination. 7.1 8.1 Term. The term of this Agreement commences on the Effective Date and terminates on 31/12/2025, 31 JANUARY 2025, and shall thereafter renew for additional successive 5 year terms unless and until either Party provides notice of nonrenewal at least 90 days before the end of the then-current term, or unless and until earlier terminated as provided under this Agreement or applicable law (the "Term"). "Ter m"). If either Party provides timely notice of its intent not to renew this Agreement, ...then unless earlier terminated in accordance with its terms, this Agreement terminates on the expiration of the then-current then current Term. 7.2 8.2 Termination Rights. Either Party may terminate this Agreement (including all related purchase orders pursuant to Section 7.3(a)), 8.3(a)), upon notice to the other Party: (a) except as otherwise specifically provided under this Section 7.2, 8.2, if the other Party is in breach of this Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured within 30 days following the other Party's receipt of notice of such breach; (b) if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; Slinger Bag Americas Inc – Planet SportDistribution AgreementAugust 20206 (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; Slinger Bag Americas inc_Globeride IncDistribution AgreementFebruary 20, 20206 (iii) seeks reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Any termination under this Section 7.2 8.2 is effective on receipt of notice of termination. 7.3 8.3 Effect of Expiration or Termination. Upon the expiration or earlier termination of this Agreement: (a) All related purchase orders are automatically autom tically terminated; and (b) Each Party shall promptly return or destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on the other Party's Confidential Information. 7.4 8.4 Post-Term Resale. On the expiration or earlier termination of this Agreement, except for termination by SBA under Section 7.2(a), 8.2(a), Distributor may, in accordance with the applicable terms and conditions of this Agreement, sell off its existing inventories of Goods for a period of 6 months following the last day of the Term ("Post-Term ("Pos-tTerm Resale Period"). View More
Term Termination. 7.1 Term. The term of this Agreement commences on the Effective Date and terminates on 31/12/2025, December 31, 2023, and shall thereafter renew may continue beyond such initial term for such additional successive 5 year terms unless and until either Party provides notice of nonrenewal at least 90 days before term as the end of the then-current term, or unless and until earlier terminated as provided under this Agreement or applicable law parties may mutually agree in a signed writing (the "Term..."). If either Party provides timely notice of its intent not to renew or continue this Agreement, then unless earlier terminated in accordance with its terms, this Agreement terminates on the expiration of the then-current Term. 7.2 Termination Rights. Either In addition to any remedies that may be provided in this Agreement, either Party may immediately terminate this Agreement (including all related purchase orders pursuant to Section 7.3(a)), Agreement, upon notice to the other Party: (a) except as otherwise specifically provided under this Section 7.2, Party, if the other Party: (a) fails to pay any material amount when due under this Agreement and such payment is not made within 30 days from the date of written notice to the other Party of such nonpayment; (b) is in breach of this Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured within 30 business days following the other breaching Party's receipt of notice of such breach; (b) if the other Party: (i) (c) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; Slinger Bag Americas Inc – Planet SportDistribution AgreementAugust 20206 (ii) (d) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) (e) seeks reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition composition, or other relief with respect to it or its debts; (iv) (f) makes or seeks to make a general assignment for the benefit of its creditors; or (v) 5 (g) applies for or has a receiver, trustee, custodian custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 7.3 Effectiveness of Termination. Any termination under this Section 7.2 is effective on upon receipt of notice of termination. 7.3 Effect 7.4 Limitation of Expiration Liability for Termination and Expiration. The Parties shall not be liable in any manner whatsoever on account of termination or Termination. Upon expiration of this Agreement. The parties shall not, by reason of the expiration or earlier termination of this Agreement: (a) All related purchase orders are automatically terminated; and (b) Each Party shall promptly return Agreement at any time or destroy all documents and tangible materials (and times or for any copies) containing, reflecting, incorporating or based on reason, be liable to any of the other Party's Confidential Information. 7.4 Post-Term Resale. On Parties for compensation, reimbursement or damages on account of the expiration loss of prospective profits on anticipated sales, on account of expenditures, investments, leases or earlier termination of this Agreement, except for termination by SBA under Section 7.2(a), Distributor may, commitments in accordance connection with the applicable terms and conditions of this Agreement, sell off its existing inventories of Goods for a period of 6 months following the last day business or goodwill of the Term ("Post-Term Resale Period"). other Parties, on account of loss of customers or otherwise. View More
Term Termination. 7.1 Term. The term of this Agreement commences on the Effective Date and terminates on 31/12/2025, the first anniversary of the date hereof, and shall thereafter renew for additional successive 5 one year terms unless and until either Party provides notice of nonrenewal at least 90 days before subject to the end of the then-current term, or unless and until earlier terminated as provided under this Agreement or applicable law (the "Term"). If either Party provides timely notice of its intent not... to renew this Agreement, then unless earlier terminated termination right below in accordance with its terms, this Agreement terminates on the expiration of the then-current Term. 7.2 Section 9.2. Termination Rights. Either Party may terminate this Agreement (including all related purchase orders pursuant to Section 7.3(a)), upon notice to the other Party: (a) It being understood by the Parties hereto that the closing of the transaction contemplated herein is predicated upon receipt by the Distributor of $2,500,000 in additional capital (the "Capital Raise"). Should Distributor be unable to consummate the Capital Raise prior to August 31, 2018, then either Seller or Distributor may terminate this Agreement pursuant to the Notice provisions in Section 18 herein. except as otherwise specifically provided under this Section 7.2, 9.2 if the other Party is in material breach of this Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured within 30 days following the other breaching Party's receipt of notice of such breach; (b) if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; Slinger Bag Americas Inc – Planet SportDistribution AgreementAugust 20206 (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) seeks reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Seller may terminate this Agreement upon thirty (30) days' notice to Distributor in the event that Distributor fails to meet any purchase minimums in Section 2 herein above. 5 Any termination under this Section 7.2 9.2 is effective on receipt of notice of termination. 7.3 Effect of Expiration or Termination. Upon the expiration or earlier termination of this Agreement: (a) All related purchase orders Purchase Orders are automatically terminated; and (b) Each Party shall promptly return or destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on the other Party's Confidential Information. 7.4 Post-Term Resale. On the expiration or earlier termination of this Agreement, except for termination by SBA Seller under Section 7.2(a), 9.2(b). Distributor may, in accordance with the applicable terms and conditions of this Agreement, sell off its existing inventories of Goods for a period of 6 six months following the last day of the Term ("Post-Term Resale Period"). Term. View More
Term Termination. The term of this Agreement shall commence on the date hereof. This Agreement shall terminate upon the earlier of (i) the Effective Time of the Merger, or (ii) termination of the Merger Agreement in accordance with Article 7 of the Merger Agreement; provided, that the provisions of Sections 6, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 shall survive any termination of this Agreement. Other than as provided for herein, following the termination of this Agreement, there shall be no further liabilities... or obligations hereunder on the part of the Shareholder, ANCX or UBSH, or their respective officers or directors, except that nothing in this Section 6 and no termination of this Agreement shall relieve any party hereto from any liability for fraud or breach of this Agreement. 5 7. Stop Transfer Order. In furtherance of this Agreement, as soon as practicable after the date hereof, the Shareholder shall hereby authorize and instruct ANCX to instruct its transfer agent to enter a stop transfer order with respect to all of Shares for the period from the date hereof through the date this Agreement is terminated in accordance with Section 6 hereof and agrees and that this Agreement places limits on the voting of the Shares subject to the provisions of this Agreement.View More
Term Termination. The term of this Agreement shall commence on the date hereof. This Agreement shall terminate upon the earlier of (i) the Effective Time of the Merger, or (ii) termination of the Merger Agreement in accordance with Article 7 of the Merger Agreement; provided, that the provisions of Sections 6, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 shall survive any termination of this Agreement. Other than as provided for herein, following the termination of this Agreement, there shall be no further liabilities... or obligations hereunder on the part of the Shareholder, ANCX or UBSH, or their respective officers or directors, except that nothing in this Section 6 and no termination of this Agreement shall relieve any party hereto from any liability for fraud or breach of this Agreement. 5 7. Stop Transfer Order. In furtherance of this Agreement, as soon as practicable after the date hereof, the Shareholder shall hereby authorize and instruct ANCX to instruct its transfer agent to enter a stop transfer order with respect to all of Shares for the period from the date hereof through the date this Agreement is terminated in accordance with Section 6 hereof and agrees and that this Agreement places limits on the voting of the Shares subject to the provisions of this Agreement.View More
Term Termination. The term of this Agreement shall commence on the date hereof. This Agreement shall terminate upon the earlier of (i) the Effective Time Date of the Merger, or (ii) termination of the Merger Agreement in accordance with Article 7 of the Merger Agreement; provided, that the provisions of Sections 6, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 shall survive any termination of this Agreement. Other than as provided for herein, following the termination of this Agreement, there shall be no further liabil...ities or obligations hereunder on the part of the Shareholder, ANCX Stockholder, MainStreet or UBSH, American, or their respective officers or directors, except that nothing in this Section 6 and no termination of this Agreement shall relieve any party hereto from any liability for fraud or breach of this Agreement. 5 Agreement before such termination. 3 7. Stop Transfer Order. In furtherance of this Agreement, as soon as practicable after the date hereof, the Shareholder Stockholder shall hereby authorize and instruct ANCX MainStreet to instruct its transfer agent to enter a stop transfer order with respect to all of Shares for the period from the date hereof through the date this Agreement is terminated in accordance with Section 6 hereof and agrees and that this Agreement places limits on the voting of the Shares subject to the provisions of this Agreement. hereof. View More
Term Termination. The term of this Agreement shall commence on the date hereof. This Agreement shall terminate upon the earlier of (i) the Effective Time of the Merger, or (ii) termination of the Merger Agreement in accordance with Article 7 of the Merger Agreement; provided, that the provisions of Sections 6, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 shall survive any termination of this Agreement. Other than as provided for herein, following the termination of this Agreement, there shall be no further liabilities... or obligations hereunder on the part of the Shareholder, ANCX Stockholder, UFBC or UBSH, CFNL, or their respective officers or directors, except that nothing in this Section 6 and no termination of this Agreement shall relieve any party hereto from any liability for fraud or breach of this Agreement. 5 7. Stop Transfer Order. In furtherance of this Agreement, as soon as practicable after the date hereof, the Shareholder shall hereby authorize and instruct ANCX to instruct its transfer agent to enter a stop transfer order with respect to all of Shares for the period from the date hereof through the date this Agreement is terminated in accordance with Section 6 hereof and agrees and that this Agreement places limits on the voting of the Shares subject to the provisions of this Agreement. before such termination. View More
Term Termination. The term of this Agreement, and Consultant's Services hereunder, shall commence on the Effective Date and, unless earlier terminated as provided below, shall expire 1 year after the Effective Date. The Company may terminate this Agreement in its sole discretion: (a) upon 15 days prior written notice to Consultant; or (b) immediately upon written notice to Consultant upon Consultant's material breach of Section 4, Section 6 and/or Section 10. Consultant may terminate the Agreement at any time upo...n 30 days' prior written notice to the Company. Upon expiration or any termination of this Agreement, or earlier as requested by the Company, Consultant shall 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 Inventions, 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 Company personnel at any time with or without notice. The provisions of Sections 4, 5, 9, 10 and 11 shall survive expiration or termination of this Agreement.View More
Term Termination. (a) Term. The term of this Agreement, and Consultant's Services hereunder, shall commence on the Effective Date and, unless earlier terminated as provided below, shall expire 1 year 6 months after the Effective Date. This Agreement may be renewed or extended by the Company for additional one (1) month terms on written notice to Consultant and written acceptance by Consultant. Upon termination of this Agreement, the Company shall have no further obligation to the Consultant, other than for paymen...t for Services provided by Consultant through the date of termination in accordance with Section 2 above and solely to the extent not already paid. CONFIDENTIAL Compass Therapeutics, Inc. (r) Termination. (i) The Company may terminate this Agreement in its sole discretion: (a) discretion immediately upon 15 thirty (30) days prior written notice to Consultant; or (b) immediately upon written notice to Consultant upon Consultant's material breach of Section 4, Section 6 and/or Section 10. Consultant. (ii) Consultant may terminate the Agreement at any time in its sole discretion immediately upon 30 days' prior thirty (30) days written notice to the Company. (iii) If Company terminates the Agreement, Company will be responsible for full payment of any undisputed fees for Services (and/or any outstanding expenses) already rendered to Company by Consultant. (s) Return of Confidential Information. Upon expiration or any termination of this Agreement, or earlier as requested by the Company, Consultant shall 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 Inventions, Company IP, 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 Company personnel at any time with or without notice. (t) Consequences of Expiration or Termination. Neither expiration nor termination shall relieve either party of any obligation accruing prior to such expiration or termination. The provisions of Sections 3, 4, 5, 9, 8(c), 8(d), 9 and 10 and 11 shall survive expiration or termination of this Agreement. View More
Term Termination. (a) Term. The term of this Agreement, and Consultant's Services hereunder, shall commence on the Effective Date and, unless earlier terminated and shall terminate as provided below, below. Upon termination of this Agreement, the Company shall expire 1 year after have no further obligation to the Effective Date. The Consultant under this Agreement, other than for payment for Services provided by Consultant through the date of termination in accordance with Section 2 above and solely to the extent... not already paid. (b) Termination. (i) Either Consultant or Company may terminate this the Agreement in its sole discretion: (a) upon 15 days prior written notice to Consultant; or (b) discretion immediately upon written notice to Consultant upon Consultant's material breach of Section 4, Section 6 and/or Section 10. Consultant may terminate the Agreement at any time upon 30 days' prior fifteen (15) days written notice to the Company. other party. (ii) If Company terminates the Agreement, Company will be responsible for full payment of any undisputed fees for Services (and/or any outstanding expenses) already rendered to Company by Consultant. (c) Return of Confidential Information. Upon expiration or any termination of this Agreement, or earlier as requested by the Company, Consultant shall deliver to the Company any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together 14 with all copies thereof, and any other material containing or disclosing any Company Inventions, Company IP, 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 Company personnel at any time with or without notice. (d) Consequences of Termination. Termination shall not relieve either party of any obligation accruing prior to such termination. The provisions of Sections 4, 3, 5, 9, 10 7(c), 8 and 11 9 shall survive expiration or termination of this Agreement, and with respect to Section 4 (Confidential Information), the obligations of confidentiality and non-use shall survive for a period of five (5) years post termination of the Agreement. View More
Term Termination. The term of this Agreement, and Consultant's Services hereunder, shall commence on the Effective Date and, unless earlier terminated as provided below, shall expire 1 year after the Effective Date. February 15, 2012. The Company may terminate this Agreement in its sole discretion: (a) upon 15 days prior written notice to Consultant; or (b) immediately upon written notice to Consultant upon Consultant's material breach of Section 4, Section 6 and/or Section 10. Consultant may terminate the Agreem...ent at any time upon 30 days' prior written notice to the Company. Upon expiration or any termination of this Agreement, or earlier as requested by the Company, Consultant shall 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 Inventions, 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 Company personnel at any time with or without notice. The provisions of Sections 4, 5, 9, 10 and 11 shall survive expiration or termination of this Agreement. In addition, those provisions of Exhibit B that by their nature should survive shall also survive expiration or termination of this Agreement. View More
Term Termination. The term of this Agreement shall commence on the Effective Date and shall continue until terminated by either Party giving at least five (5) business days' written notice to the other Party (the effective date of termination, the "Termination Date"), except that neither Party shall be permitted to terminate this Agreement until the date that is thirty (30) days prior to the opening of the window for submission of shareholder nominations for the Corporation's 2024 Annual Meeting of Shareholders p...ursuant to the By-laws; provided, however, that (a) the Driver Parties may earlier terminate this Agreement if the Corporation commits a material breach of its obligations under this Agreement that (if capable of being cured) is not cured within fifteen (15) days after receipt by the Corporation from the Driver Parties specifying the material breach, or, if impossible to cure within fifteen (15) days, that the Corporation has not taken any substantive action to cure within such fifteen (15) day period; and (b) the Corporation may earlier terminate this Agreement if any of the Driver Parties commits a material breach of this Agreement that (if capable of being cured) is not cured within fifteen (15) days after receipt by such Driver Party from the Corporation specifying the material breach, or, if impossible to cure within fifteen (15) days, that such Party has not taken any substantive action to cure within such fifteen (15) day period. Termination of this Agreement shall not relieve any Party from its responsibilities in respect of any breach of this Agreement occurring prior to such termination.View More
Term Termination. The term of this Agreement shall commence on the Effective Date and shall continue until terminated by either Party giving at least five (5) business days' written notice to the other Party (the effective date of termination, the "Termination Date"), except that neither Party shall be permitted to terminate this Agreement until the date that is thirty (30) days prior to the opening tenth (10th) anniversary of the window for submission of shareholder nominations for the Corporation's 2024 Annual ...Meeting of Shareholders pursuant to the By-laws; Effective Date (the "Termination Date"); provided, however, that (a) the Driver Parties may earlier terminate this Agreement if the Corporation First United commits a material breach of its obligations under this Agreement that (if capable of being cured) is not cured within fifteen (15) days after receipt by the Corporation First United from the Driver Parties specifying the material breach, or, if impossible to cure within fifteen (15) days, that the Corporation First United has not taken any substantive action to cure within such fifteen (15) day period; and (b) the Corporation First United may earlier terminate this Agreement if any of the Driver Parties commits a material breach of this Agreement that (if capable of being cured) is not cured within fifteen (15) days after receipt by such Driver Party from the Corporation First United specifying the material breach, or, if impossible to cure within fifteen (15) days, that such Party has not taken any substantive action to cure within such fifteen (15) day period. Termination of this Agreement shall not relieve any Party from its responsibilities in respect of any breach of this Agreement occurring prior to such termination. View More
Term Termination. The term of this Agreement shall commence on the Effective Date and shall continue until terminated by either Party giving at least five (5) business days' written notice to the other Party (the effective date of termination, the "Termination Date"), except that neither Party shall be permitted to terminate this Agreement until the date that is thirty (30) days prior to the opening beginning of the window Company's advance notice period for submission of shareholder shareholders to submit direct...or nominations for the Corporation's 2024 Annual Meeting 2027 annual meeting of Shareholders shareholders pursuant to the By-laws; By-Laws (such date, the "Termination Date"); provided, however, that (a) the Driver Parties may earlier terminate this Agreement if the Corporation Company commits a material breach of its obligations under this Agreement that (if capable of being cured) is not cured within fifteen (15) days after receipt by the Corporation Company from the Driver Parties specifying the material breach, or, if impossible to cure within fifteen (15) days, that the Corporation Company has not taken any substantive action to cure within such fifteen (15) day period; and (b) the Corporation Company may earlier terminate this Agreement if any of the Driver Parties commits a material breach of this Agreement that (if capable of being cured) is not cured within fifteen (15) days after receipt by such Driver Party from the Corporation Company specifying the material breach, or, if impossible to cure within fifteen (15) days, that such Driver Party has not taken any substantive action to cure within such fifteen (15) day period. period; provided, however, that in the event that any of the Driver Parties commits a breach that results in a termination of this Agreement pursuant to this Section 12(b), all provisions and restrictions and obligations on the Driver Parties and its Representatives in Section 7 and Section 8 hereof will remain in effect in all respects in accordance with their terms, while all obligations on the part of the Company in this Agreement shall fall away. Termination of this Agreement shall not relieve any Party from its responsibilities in respect of any breach of this Agreement occurring prior to such termination. View More
Term Termination. The term of this Agreement shall commence on the Effective Date and shall continue until terminated by either Party giving at least five (5) business days' written notice to the other Party (the effective date of termination, the "Termination Date"), except that neither Party shall be permitted to terminate this Agreement until the date that is thirty (30) days prior to the opening of the window for submission of shareholder stockholder nominations for the Corporation's 2024 2027 Annual Meeting ...of Shareholders Stockholders pursuant to the By-laws; Bylaws; provided, however, that (a) the Driver Parties may earlier terminate this Agreement if (i) the New Director is not elected to the Board at the 2023 Annual Meeting, or (ii) the Corporation commits a material breach of its obligations under this Agreement that (if capable of being cured) is not cured within fifteen (15) days after receipt by the Corporation from the Driver Parties specifying the material breach, or, if impossible to cure within fifteen (15) days, that the Corporation has not taken any substantive action to cure within such fifteen (15) day period; and (b) the Corporation may earlier terminate this Agreement if any of the Driver Parties commits a material breach of this Agreement that (if capable of being cured) is not cured within fifteen (15) days after receipt by such Driver Party from the Corporation specifying the material breach, or, if impossible to cure within fifteen (15) days, that such Party has not taken any substantive action to cure within such fifteen (15) day period. Termination of this Agreement shall not relieve any Party from its responsibilities in respect of any breach of this Agreement occurring prior to such termination. Upon a termination of this Agreement by Driver, the service of the New Director as a director of the Corporation and any affiliate shall terminate, and this Agreement shall serve a notice of resignation of service of the New Director as a director of the Corporation and any affiliate thereof effective as of the Termination Date. View More
Term Termination. The Term of this Agreement shall commence on the Effective Date as set forth above and end on the six (6) month anniversary of the Effective Date (the "Expiration Date"). Either party may terminate this Agreement prior to the Expiration Date in the event that the other party fails to perform any of its material obligations under this Agreement, or otherwise defaults in any of its material obligations under this Agreement, and such failure or default continues uncured for a period of thirty (30) ...days following written notice from the non-defaulting party.View More
Term Termination. The Term of this Agreement shall commence on the Effective Date as set forth above and end on the six (6) month anniversary of the Effective Date December 31, 2018, (the "Expiration Date"). Either party may terminate this Agreement prior to the Expiration Date in the event that the other party breaches or fails to perform any of its material obligations under this Agreement, or otherwise defaults in any of its material obligations under this Agreement, and such failure or default continues uncur...ed for a period of thirty (30) days following written notice from the non-defaulting party. party (or if such breach, failure or default is not reasonably capable of cure without cost or liability to the non breaching party, then termination shall be effective immediately upon delivery of notice). The parties acknowledge and agree that each term and provision on Exhibit "A" is a material obligation of the Company under this Agreement. View More
Term Termination. The Term term ("Term") of this Agreement shall commence on the Effective Date as set forth above and end on the six (6) month anniversary of the Effective Date January 31, 2018 (the "Expiration Date"). Either party may terminate this Agreement prior to the Expiration Date in the event that the other party fails to perform any of its material obligations under this Agreement, or otherwise defaults in any of its material obligations under this Agreement, and such failure or default continues uncur...ed for a period of thirty (30) days following written notice from the non-defaulting party. View More
Term Termination. This Agreement is effective as of the Effective Date and shall continue in effect until the Agreement otherwise terminates under this Section ("Term"). This Agreement (or any Order, as applicable) shall terminate upon the first to occur of the following dates (the "Termination Date"): (a) June 30, 2018, (b) the date Emergent provides Consultant with written notice (setting out with particularity) that this Agreement is being terminated for "cause" where Consultant: (i) commits any act of embezzl...ement, theft or fraud against Emergent; (ii) is convicted of a felony or any crime involving moral turpitude, whether or not related to Services; (iii) commits any act of gross negligence or willful misconduct; or (iv) breaches the representations, warranties or covenants contained in this Agreement; or (c) the date Consultant terminates the Agreement for convenience on not less than thirty (30) days' prior written notice. If this Agreement is terminated by Emergent under the foregoing subsection (b)(iv), in addition to any other rights or remedies available at law or in equity, Consultant will surrender any claim for payment under the Agreement and will refund any payments received under this Agreement. The provisions of Sections 4 – 7, 9, 11 – 14, and 17 shall survive the expiration or termination of this Agreement for any reason. Upon termination of this Agreement, Emergent shall have no further liability other than for payment in accordance with the terms of this Agreement for Services provided prior to the termination date.View More
Term Termination. This Agreement is effective as of the Effective Date and shall continue in effect until the Agreement otherwise terminates under this Section ("Term"). This Agreement (or any Order, as applicable) shall terminate upon the expiration of the Term or the first to occur of the following dates (the "Termination Date"): (a) June 30, 2018, (b) the date Emergent provides Consultant with written notice (setting out with particularity) that this Agreement is being terminated for "cause" where Consultant: ...(i) commits any act of embezzlement, theft or fraud against Emergent; (ii) is convicted of a felony or any crime involving moral turpitude, whether or not related to Services; (iii) commits any act of gross negligence or willful misconduct; or (iv) breaches the representations, warranties or covenants contained in this Agreement; or (c) (b) the date Consultant either Party terminates the Agreement for convenience on not less than thirty (30) days' prior written notice. notice, (c) the date that the Emergent Board of Directors determines not to pursue the Spin-off, or (d) the Spin-off effective date. If this Agreement is terminated by Emergent under the foregoing subsection (b)(iv), (a)(iv), in addition to any other rights or remedies available at law or in equity, Consultant will surrender any claim for payment under the Agreement and will refund any payments received under this Agreement. The provisions of Sections 4 – 7, 9, 11 – 14, 14 and 17 shall survive the expiration or termination of this Agreement for any reason. Upon termination of this Agreement, Emergent shall have no further liability other than for payment in accordance with the terms of this Agreement for Services provided prior to the termination date. View More
Term Termination. 2.1.Term. 2.2.Termination of Employment for Cause or Good Reason. 2.3.Termination Notice. 2.4.Effect of Termination. 2.5.Additional Terms Regarding Termination.
Term Termination. The term of this Agreement shall be for a period beginning on February 1, 2018 and ending on January 31, 2019 (the "Term"), unless previously terminated pursuant to this Section 5. During the Term, Company may terminate this Agreement upon ten (10) days prior written notice to Consultant, with no further obligations or liability owed to Consultant, if Company reasonably determines that Consultant: (1) materially breaches this Agreement in any manner, including, inter alia, a breach of Section 4,... or (2) commits any acts, or engages in any activities, that Company reasonably determines are unlawful, dishonest or detrimental to the best interests of Company. In the event this Agreement is terminated or expires, for whatever reason, Consultant shall cease work immediately after receiving notice from Company, return all Information (including all copies thereof) as provided in Section 2, deliver all Work Product and related documentation to Company, and provide Company with an invoice for any work for which compensation has not already been paid. If compensation has been advanced to Consultant, Consultant shall reimburse any amounts for which work has not been performed prior to the date of the notice of termination. Sections 2, 3, 5, 6, 7, 10, 11, 12, 13, 14, 15, 16 and 17 shall survive the termination of this Agreement for any reason, including expiration of the term of this Agreement.View More
Term Termination. This Agreement shall not be effective unless and until the Merger is consummated, and in such case, shall become effective as of the Effective Time (as defined in the Merger Agreement). For the avoidance of doubt, if the anticipated transactions contemplated in the Merger Agreement do not close, this Agreement will have no effect, will not be binding on Company (or any of its affiliates) or on Consultant, shall terminate as of the termination of the Merger Agreement, and neither Consultant, Comp...any nor Purchaser (or any of their respective affiliates) shall have rights or obligations hereunder. The duration of the term of this Agreement shall be for a period beginning on February 1, 2018 and ending on January 31, 2019 (the "Term"), as set forth in EXHIBIT A, unless previously terminated pursuant to this Section 5. During the Term, Company may terminate this Agreement for any reason upon ten (10) thirty (30) days prior written notice to Consultant, with no further obligations or liability owed to Consultant, if Consultant. Company may terminate this Agreement immediately upon notice in the event that Company reasonably determines that Consultant: (1) materially breaches this Agreement in any manner, including, inter alia, a breach of Section 4, or (2) commits any acts, or engages in any activities, that Company reasonably determines are unlawful, dishonest or detrimental to the best interests of Company. Consultant may terminate this Agreement for any reason upon thirty (30) days prior written notice. In the event this Agreement is terminated or expires, for whatever reason, Consultant shall cease work immediately after receiving notice from Company, return all Information (including all copies thereof) as provided in Section 2, deliver all Work Product and related documentation to Company, and provide Company with an invoice for any work for which compensation has not already been paid. If compensation has been advanced to Consultant, Consultant shall reimburse paid, with any amounts for which work has not been performed prior to partial month being paid based on the date number of the notice of termination. days this Agreement remained in effect during that month. Sections 2, 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 shall survive the termination of this Agreement for any reason, including expiration of the term of this Agreement. -4- 6. Compliance with Applicable Laws. Consultant warrants that all materials supplied and work performed under this Agreement shall be in compliance with all applicable laws and regulations. View More
Term Termination. The term of this Agreement shall be for a period beginning on February 1, 2018 the Effective Date and ending on January 31, 2019 continuing for twelve (12) months (the "Term"), unless previously terminated pursuant to this Section 5. During the Term, Company may terminate this Agreement upon ten (10) if Consultant has failed for a period of thirty (30) days prior written following notice from the Company, e to Consultant, with no further provide the services described in Exhibit A or any other m...aterial obligations or liability owed responsibilities required pursuant to Consultant, if Company reasonably determines that Consultant: (1) materially breaches this Agreement. Consultant may terminate this Agreement if Company, for a period of thirty (30) days following notice from Consultant, is in any manner, including, inter alia, a breach of Section 4, any of its obligations to Consultant under this Agreement, including, but not limited to any payment or (2) commits any acts, or engages in any activities, that Company reasonably determines are unlawful, dishonest or detrimental to the best interests of Company. reimbursement obligation. In the event this Agreement is terminated or expires, for whatever reason, Consultant shall cease work immediately after receiving notice from Company, or providing notice to Company, return all Information (including all copies thereof) as provided in Section 2, deliver all Work Product and related documentation to Company, and provide Company with an invoice for any work for which compensation has not already been paid. If compensation has been advanced to Consultant, Consultant shall reimburse any amounts for which work has not been performed prior to the date of the notice of termination. Sections 2, 3, 5, 6, 7, 9, 10, 11, 12, 13, 14, 15, and 16 and 17 shall survive the termination of this Agreement for any reason, including expiration of the term of this Agreement. View More
Term Termination. The term of this Agreement shall be for a period beginning on February 1, 2018 the Effective Date and ending on January 31, 2019 continuing for twelve (12) months (the "Term"), unless previously terminated pursuant to this Section 5. During the Term, Company may terminate this Agreement upon ten (10) if Consultant has failed for a period of thirty (30) days prior written following notice from the Company, e to Consultant, with no further provide the services described in Exhibit A or any other m...aterial obligations or liability owed responsibilities required pursuant to Consultant, if Company reasonably determines that Consultant: (1) materially breaches this Agreement. Consultant may terminate this Agreement if Company, for a period of thirty (30) days following notice from Consultant, is in any manner, including, inter alia, a breach of Section 4, any of its obligations to Consultant under this Agreement, including, but not limited to any payment or (2) commits any acts, or engages in any activities, that Company reasonably determines are unlawful, dishonest or detrimental to the best interests of Company. reimbursement obligation. In the event this Agreement is terminated or expires, for whatever reason, Consultant shall cease work immediately after receiving notice from Company, or providing notice to Company, return all Information (including all copies thereof) as provided in Section 2, deliver all Work Product and related documentation to Company, and provide Company with an invoice for any work for which compensation has not already been paid. If compensation has been advanced to Consultant, Consultant shall reimburse any amounts for which work has not been performed prior to the date of the notice of termination. Sections 2, 3, 5, 6, 7, 9, 10, 11, 12, 13, 14, 15, and 16 and 17 shall survive the termination of this Agreement for any reason, including expiration of the term of this Agreement. View More
Term Termination. 5.1 Term. This Agreement shall commence on the Effective Date and continue in full force for five (5) years thereafter, unless earlier terminated pursuant to the terms hereof. 5.2 Termination. Notwithstanding anything to the contrary contained herein, this Agreement shall terminate immediately upon the termination of the Share Purchase Agreement unless the parties agree otherwise in writing. In addition, this Agreement may also be terminated: (a) at any time by mutual written consent of the Comp...any and Representative; (b) by either party upon thirty (30) days' prior written notice, if the other party materially breaches this Agreement and fails to cure such breach to the terminating party's reasonable satisfaction within such thirty (30) day period; or (c) by either party immediately upon written notice upon (a) the institution of any proceedings by or against the other party seeking relief, reorganization or arrangement under any laws relating to insolvency, which proceedings are not dismissed within sixty (60) days, (b) the assignment for the benefit of creditors, or the appointment of a receiver, liquidator or trustee, of the other party's property or assets, or (iii) the liquidation, dissolution or winding up of the other party's business. 5.3 Effect of Termination. The following sections will survive any termination of this Agreement: Sections 6, 7, 8, and 9.View More
Term Termination. 5.1 Term. This Agreement shall commence on the Effective Date and continue in full force effect for five (5) years thereafter, unless earlier terminated pursuant to the terms hereof. hereof, unless otherwise agreed to in writing by the parties. [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. 5.2 Termination. Notwithstanding anything to the contra...ry contained herein, this Agreement shall terminate immediately upon the termination of the Share Purchase Agreement unless the parties agree otherwise in writing. In addition, this Agreement may also be terminated: (a) at any time by mutual written consent of the Company and Representative; (b) by either party upon thirty (30) days' prior written notice, if the other party materially breaches this Agreement and fails to cure such breach to the terminating party's reasonable satisfaction within such thirty (30) day period; or (c) by either party immediately upon written notice upon (a) the institution of any proceedings by or against the other party seeking relief, reorganization or arrangement under any laws relating to insolvency, which proceedings are not dismissed within sixty (60) days, (b) the assignment for the benefit of creditors, or the appointment of a receiver, liquidator or trustee, of the other party's property or assets, or (iii) (c) the liquidation, dissolution or winding up of the other party's business. 5.3 Effect of Termination. The Termination of this Agreement will not relieve either party of its payment obligations under Section 3 that accrued prior to such termination. In addition, the following sections will survive any termination of this Agreement: Sections 4, 6, 7, 8, and 9. 8. View More
Term Termination. The consultation period shall commence on the Effective Date and shall continue until August 31, 2016 (such period being referred to as the "Consultation Period"). Curis or Consultant may terminate this Agreement at any time during the Consultation Period with 30 days prior written notice to the other party. Curis may terminate this Agreement at any time, effective immediately, if the Consultant breaches or threatens to breach the terms of that certain Invention, Non-Disclosure and Non-Competiti...on Agreement, dated August 2, 2000, between Curis and the Consultant. Upon termination of this Agreement in accordance with the terms above, the Consultant shall be entitled to payment for services performed and expenses incurred by Consultant prior to the effective date of termination, subject to the limitation on reimbursement of expenses set forth in Section 3.View More
Term Termination. The consultation period shall commence on the Effective Date and shall continue until August December 31, 2016 2022 (such period being referred to as the "Consultation Period"). Curis or Consultant may terminate this Agreement at any time during the Consultation Period with 30 days prior written notice to the other party. Curis may terminate this Agreement at any time, effective immediately, if the Consultant breaches or threatens to breach the terms of that certain Invention, Non-Disclosure and... Non-Competition Agreement, dated August 2, 2000, July 25, 2016, between Curis and the Consultant. Upon termination of this Agreement in accordance with the terms above, the Consultant shall be entitled to payment for services performed and expenses incurred by Consultant prior to the effective date of termination, subject to the limitation on reimbursement of expenses set forth in Section 3. View More
