Term Termination Contract Clauses (483)

Term Termination. Upon the Separation Agreement becoming effective, this Consulting Agreement will be effective as of the Effective Date and will continue in effect until and through December 31, 2020 (the "Term"). This Consulting Agreement may be terminated at any time by either party, with or without Cause (as defined below), and without prejudice to any right or remedy a party may have due to any failure of the other party to perform their obligations under this Consulting Agreement, upon ninety (90) days writ...ten notice to the other party. The Company may, in addition to any other rights it may have at law or in equity, terminate this Consulting Agreement immediately and without prior notice for Cause or if Consultant refuses to or is unable to perform the Services, including by reason of death or disability (as determined reasonably and in good faith by the Company's Chief Executive Officer) or if Consultant is in breach of any material provision of this Consulting Agreement or the Separation Agreement and fails to cure such breach (to the extent capable of being cured) within thirty (30) days after receipt of written notice describing in detail Consultant's claimed breach. View More

Term Termination. (a) Term. This Agreement shall become effective as of the Effective Date and shall terminate on the earlier to occur of (i) the payment by SunEdison of the Maximum Payment Amount or (ii) the End Date, provided that if any amounts owing from SunEdison hereunder remain unpaid as of the End Date, then the date that all amounts owing from SunEdison hereunder shall have been paid in full, unless terminated earlier as set forth in this Agreement. (b) Termination. Notwithstanding Section 6(a), this Agr...eement may be terminated prior to the End Date as follows: (i) Terra Operating and SunEdison may terminate this Agreement by mutual written agreement. (ii) This Agreement shall automatically terminate upon (i) the repayment in full of all outstanding Term Loans of Terra Operating and its subsidiaries under the Credit Agreement or (ii) a Change in Control of Terra Operating, Terra LLC or Terra. (iii) Terra Operating, Terra LLC or SunEdison may terminate this Agreement immediately if Terra Operating, Terra LLC or SunEdison makes a general assignment for the benefit of its creditors, institutes proceedings to be adjudicated voluntarily bankrupt, consents to the filing of a petition of bankruptcy against it, is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent, seeks reorganization under any bankruptcy law or consents to the filing of a petition seeking such reorganization or has a decree entered against it by a court of competent jurisdiction appointing a receiver liquidator, trustee or assignee in bankruptcy or in insolvency. (c) This Agreement may only be terminated pursuant to Section 6(b)(i) or 6(b)(iii) above by Terra Operating or Terra LLC with the prior approval of a majority of the members of the Independent Committee. View More

Term Termination. The term of this Agreement (the "Term") will commence on the Effective Date and will continue, unless otherwise agreed between the Parties, until December 31st, 2018. 9.2 Termination for Default or Bankruptcy. Either Party may terminate this Agreement (a) for material breach by the other Party if such breach continues uncured for a period of [**] after receipt of notice thereof; or (b) if (i) the other Party shall institute bankruptcy, insolvency, liquidation or receivership proceedings or proce...edings for reorganization under bankruptcy or comparable laws; or (ii) a petition shall be filed against the other Party for any proceedings described in clause (i) above, the effectiveness of which is not stayed or dismissed within [**] after the filing thereof; or (iii) the other Party ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. shall make a general assignment of all or substantially all of its assets for the benefit of creditors. Termination of this Agreement pursuant to this Section 9.2 shall not affect any other rights or remedies which may be available to the non-defaulting Party, including any rights or remedies under the License Agreement. 9.3 Termination Upon Termination of License Agreement. In addition to the termination rights expressly provided for elsewhere in this Agreement, either Party may also terminate this Agreement upon written notice to the other Party if the License Agreement is terminated in accordance with its terms. 9.4 Termination upon Transfer of Control of Supply Chain. This Agreement shall automatically terminate upon the completion of the Supply Chain Transfer (as defined in the License Agreement). 9.5 Effects of Termination. Upon expiration or termination of this Agreement other than termination of this Agreement by Purchaser under Section 9.2(a), VIVUS shall manufacture and supply, and Purchaser shall purchase from VIVUS (a) any and all quantities of Product ordered by Purchaser pursuant to this Agreement prior to the date on which such notice is given, for the applicable Price, and (b) any and all materials held by VIVUS or MTPC (or any other Third Party manufacturer of Product) for exclusive use in the manufacture of Compound or Product based on binding part of the Forecasts provided by Purchaser, for an amount equal to [**] with respect to such materials. Termination or expiration of this Agreement will not affect any outstanding obligations due hereunder prior to the termination or expiration. In the event of Purchaser's termination of this Agreement under Section 9.2(a), Purchaser shall not be required to purchase any additional quantities of Product from VIVUS and all orders of Product shall be immediately voided and of no effect with no further obligation of Purchaser to VIVUS with respect to materials held by VIVUS or a Third Party manufacturer for manufacture of the Compound or Product. 9.6 Survival. Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to the effective date of such expiration or termination. The following sections shall survive termination or expiration of this Agreement for any reason: Sections 2.11, 3.3, 6.1, 6.3 and 8.1 and Articles 9 through 14 and 16. View More

Term Termination. This Agreement will terminate upon the Proxy Swap Termination Date, without any requirement to give notice, whereupon the Assignment will be immediately revoked (unless notice of termination is required pursuant to the Transaction Agreement, in which case this Agreement will terminate on the Proxy Swap Termination Date as determined thereby), and the right to vote the Expedia shares subject to the Assignment will revert to and be vested solely in Diller in accordance with and subject to the term...s and conditions of the Amended Stockholders Agreement; provided, however, that, nothing in this Section 5 shall relieve any party of any liability for a breach of this Agreement prior to such termination. 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. This Agreement shall become effective as of the Effective Date and, unless earlier terminated pursuant to the terms of this Agreement, shall continue in full force and effect for three (3) years (the "Initial Term"). Thereafter, this Agreement will automatically extend for additional one (1) year periods (each, a "Renewal Term", each Renewal Term collectively with the Initial Term, the "Term"), unless either Party provides the other Party written notice of termination of this Agreement not later... than nine (9) months prior to the expiration of the Initial Term or any Renewal Term, in which case this Agreement shall terminate upon the expiration of the Initial Term or then current Renewal Term. 14.2Termination by for Material Breach. Either Party may terminate this Agreement upon sixty (60) days prior written notice to the other Party if the other Party materially breaches this Agreement and fails to cure the breach during such notice period. 14.3Termination for Insolvency. Subject to applicable bankruptcy laws, either Party may terminate this Agreement effective immediately in the event that the other Party: (i) has become insolvent (defined as such Party being subject to a voluntary or involuntary bankruptcy petition which is not dismissed ) or has been dissolved or liquidated, has filed itself a petition, case or other proceeding under the applicable bankruptcy laws relating to bankruptcy, dissolution, liquidation, winding up or reorganization; (ii) makes a general assignment for the benefit of creditors; or (iii) has a receiver, custodian, trustee or other person exercising similar functions appointed for all or substantially all of its assets. 14.4Termination by Sunovion. In the event of a Change of Control of Urovant, Sunovion may terminate this Agreement upon ten (10) days prior written notice to Urovant (or its successor). 14.5Termination by Urovant. 14.5.1Upon written notice to Sunovion, Urovant may terminate this Agreement if Sunovion has failed [* * *]; provided that prior to any such termination by Urovant, the Parties will cooperate in good faith to identify and negotiate in good faith the execution of alternative services that may be provided to Urovant by Sunovion in lieu of such termination; provided further that if Sunovion fulfils all of its obligations pursuant to Section 4.2.1 before Urovant terminates this Agreement pursuant to this Section 14.5.1, then Urovant shall no longer have the right to terminate this Agreement pursuant to this Section 14.5.1. 14.5.2Urovant may terminate this Agreement if Sunovion has failed [* * *]; provided that prior to any such termination by Urovant, the Parties will cooperate in good faith to identify and negotiate in good faith the execution of alternative services that may be provided to Urovant by Sunovion in lieu of such termination; [* * *]. Page 22 Confidential & Proprietary 14.5.3In the event of a Change of Control of Sunovion, Urovant may terminate this Agreement upon ten (10) days prior written notice to Sunovion (or its successor). 14.5.4Urovant may terminate this Agreement for any reason upon ninety (90) days' prior written notice, provided that such termination shall only be effective upon the expiration of such ninety (90) day period if Sunovion has received the Break-Up Fee. 14.6Effect of Termination or Expiration. 14.6.1Upon expiration of this Agreement or termination of this Agreement for any reason, neither Urovant nor Sunovion will have any further obligations under this Agreement, except that: (a)any liabilities that relate to the Services and that arise before, on, or after the termination or expiration this Agreement shall be the responsibility of Urovant even if claims for such liabilities are first made after the termination or expiration this Agreement; (b)each Party will promptly return to the other Party all Confidential Information and all copies of Confidential Information associated with this Agreement, provided that each Party may retain one copy of Confidential Information to determine its obligations hereunder; and (c)the terms and conditions under Sections 1 (Definitions), 8.2 (Fees; Invoices; Payments), 8.3 (Taxes), 9 (Confidentiality), 10 (Ownership; Inventions), 12 (Indemnification; Limitation of Liability), 14.6 (Effect of Termination or Expiration) and 15 (Miscellaneous) will survive any such termination or expiration of this Agreement. 14.6.2Upon notice of termination of this Agreement pursuant to Section 14.5.4, Urovant shall pay to Sunovion, prior to the effective date of such termination, a break-up fee of (a) [* * *], if this Agreement is terminated within one (1) year of the Effective Date; and (b) [* * *], if this Agreement is terminated within two (2) years of the Effective Date (each, (a) and (b), a "Break-Up Fee"). View More

Term Termination. 7.1Term. The term of this Agreement commences on the Effective Date and continues for a period of five (5) years, unless it is terminated earlier pursuant to the terms of this Agreement or applicable Law ("Term"). 7.2Termination. (a)Supplier may terminate this Agreement immediately upon notice to Buyer in the event Supplier provides written notice to Buyer that Buyer failed to pay an undisputed invoice in accordance with Section 3 and Buyer fails to pay the undisputed amounts due within thirty (...30) days from receipt of such notice. (b)Buyer may terminate this Agreement immediately upon notice to Supplier in the event Buyer provides written notice to Supplier that Supplier materially breaches any of its obligations under this Agreement and Supplier fails to cure such breach within ninety (90) days from receipt of such notice; provided, however that Buyer shall pay all amounts due to Supplier for Products delivered (or not yet delivered but committed under MOQ), and reimburse Supplier for all of its out-of-pocket costs and expenses incurred by Supplier prior to Supplier's receipt of the termination notice. (c)Either Party may terminate this agreement, immediately upon written notice to the other Party, in the event the other Party: (i) becomes insolvent; (ii) makes an assignment for the benefit of creditors; (iii) files a voluntary bankruptcy petition; (iv) acquiesces to an involuntary bankruptcy petition; (v) is adjudicated bankrupt; or (vi) after two (2) consecutive weeks following a Force Majeure Event that impacts the affected Party's obligations under this Agreement. (d)Termination of this Agreement will not be exclusive of any other remedy available under this Agreement or applicable law or equity. (e)The Parties have considered the investment required to perform this Agreement and possible losses in the event of termination, and agree the rights of termination provided in this Agreement are absolute. 7.3Consequences of Termination. Upon the termination of this Agreement: (a)Supplier will issue to Buyer a final invoice including all fees and charges for Products and expenses incurred prior to and including the effective date of termination, and Buyer shall pay such invoice in accordance with Section 3. (b)Upon Buyer's compliance with its obligations pursuant to Section 7.2(b), Supplier shall deliver all ordered Products to Buyer. 4 8.PRODUCT WARRANTIES. The Product warranty and out of warranty Product repairs are set forth in Exhibit C – Product Warranty and Support Terms. View More

Term Termination. (a) The term of this Agreement shall begin on the Effective Date and may only be terminated if a Party ceases to function as a going concern or to conduct operations in the normal course of business, or has a petition filed by or against it under any state or federal bankruptcy or insolvency law, and as otherwise permitted or required under the terms herein, however any payments due to the Investor shall remain an obligation of NLBS. (b) This Section 7(b) and Section 2(a), Sections 5 through 6, ...and Sections 9 through 16 shall survive termination or expiration of this Agreement. View More

Term Termination. (a) The term of this Agreement shall begin on the Effective Date after the investor has recouped $300,000 and continue for 36 months and payments due to the Investor shall remain an obligation of NLBS. (b) This Section 7(b) and Section 2(a), Sections 5 through 6, and Sections 9 through 16 shall survive termination or expiration of this Agreement.

Term Termination. (a) This Agreement shall take effect as of the Effective Date and shall continue thereafter in full force and effect until December 31, 2020, unless either extended in accordance with the provisions of Section 3(b) hereof, or terminated in accordance with the provisions of Section 3(c) hereof (the "Term"). The Consultant shall begin providing consulting services to the Company on the Effective Date. (b) This Agreement may be renewed by the Company for successive one-month periods (the "Renewal P...eriod(s)") if the Company gives the Consultant at least fourteen (14) days' prior written notice of such renewal and the Renewal Period is agreed to by the Consultant and the Company in writing. If the Agreement is extended under a Renewal Period, the only compensation for the Consultant's services during the Renewal Period will be (i) as set forth in Section 2(a) hereof and (ii) any then unvested Outstanding Options will continue to vest and become exercisable during each Renewal Period. 3 (c) This Agreement and the consulting services provided by the Consultant hereunder may be terminated at any time by either the Consultant or the Company for any reason or no reason by giving at least thirty (30) days' prior written notice of termination to the other party. This Agreement and the consulting services provided by the Consultant hereunder shall terminate immediately upon the Consultant's death. The provisions of Sections 1(e), 2(d), 3(c), 3(d), 4, 5 and 6 of this Agreement and the provisions of the NDA, as modified by the provisions of Section 1(e), shall survive the termination of this Agreement. (d) Upon expiration or termination of this Agreement, the Consultant agrees that he will not represent himself to third parties as continuing to have ongoing obligations to and with the Company, and will not hold himself out as having a role with the Company, nor have any authority to speak or act for or on behalf of the Company. View More