Grouped Into 396 Collections of Similar Clauses From Business Contracts
This page contains Termination clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Termination. (a) At the end of the three-year term effective August 15, 2017, this Agreement shall be renewed upon the mutual agreement of the Executive and the Company by both parties agreeing in writing to such extension by no later than August 1, 2017. (b) This Agreement may be terminated by the Executive providing at least 90 days prior written notice to the Company. In the event of termination by the Executive pursuant to this subsection, the Company may immediately relieve the Executive of all duties a...nd immediately terminate this Agreement, or terminate the Agreement at some time during the 90 day notice period in the Company's sole discretion, provided that the Company shall pay the Executive at the then applicable Base Salary rate to the termination date included in the Executive's original termination notice. In the event of termination of this Agreement pursuant to this subsection (b), the Executive shall be paid only at the then applicable Base Salary rate up to and including the date of termination, and no further benefits or compensation of any kind will be paid or owing to the Executive. (c) In the event that the Executive is in breach of any material obligation owed the Company in this Agreement, habitually neglects the duties to be performed under this Agreement, engages in any conduct which is dishonest, damages the reputation or standing of the Company, is convicted of any criminal act or engages in any act of moral turpitude, or does any act or omission which constitutes cause at common law, then the Company may summarily terminate this Agreement. In event of termination of this Agreement pursuant to this subsection (c), the Executive shall be paid only at the then applicable Base Salary rate up to and including the date of termination, and no further benefits or compensation of any kind will be paid or owing to the Executive. (d) The Company may terminate this Agreement and the Executive's employment at any time during the term of this Agreement or any subsequent renewal thereof by providing the Executive with 90 days of working notice or, in the Company's sole discretion, Base Salary in lieu of notice. During the period of notice or pay in lieu of notice, the Executive shall only be entitled to Base Salary and all other benefits, bonuses, incentive payments and perquisites will cease immediately upon the Executive's receipt of his notice of termination. The Executive agrees that the Terms of this section satisfy all entitlements and rights that the Executive may have under contract, law or equity. (e) Upon any termination of this Agreement for any reason whatsoever, the Executive shall immediately return to the Company any and all Confidential Information (as discussed in section 14 herein), books, documents, effects, money, securities or other property belonging to the Company or for which the Company is liable to others, which are in the possession, charge, control or custody of the Executive. (f) In the event the Company is acquired, or is the non-surviving party in a merger, or sells all of or substantially all of its assets, this Agreement shall not be terminated and the Company agrees to use its best efforts to ensure that the transferee or surviving company is bound by the terms of this Agreement.View More
Termination. (a) At the end of the three-year term effective August 15, 2017, this Agreement shall be renewed upon the mutual agreement of the Executive and the Company by both parties agreeing in writing to such extension by no later than August 1, 2017. (b) This Agreement may be terminated by the Executive providing at least 90 days four weeks prior written notice to the Company. In the event of termination by the Executive pursuant to this subsection, the Company may immediately relieve the Executive of a...ll duties and immediately terminate this Agreement, or terminate the Agreement at some time during the 90 day 4 week notice period in the Company's sole discretion, provided that the Company shall pay the Executive at the then applicable Base Salary rate to the termination date included in the Executive's original termination notice. In the event of termination of this Agreement pursuant to this subsection (b), the Executive shall be paid only at the then applicable Base Salary rate up to and including the date of termination, and no further benefits or compensation of any kind will be paid or owing to the Executive. (c) In (b) At any time after the Probationary Period, in the event that the Executive is in breach of any material obligation owed the Company in this Agreement, habitually neglects the duties to be performed under this Agreement, engages in any conduct which is dishonest, damages the reputation or standing of the Company, is convicted of any criminal act or engages in any act of moral turpitude, or does any act or omission which constitutes cause at common law, then the Company may summarily terminate this Agreement. In event of termination of this Agreement pursuant to this subsection (c), the Executive shall be paid only at the then applicable Base Salary rate up to and including the date of termination, and no further benefits or compensation of any kind will be paid or owing to the Executive. (d) The (c) At any time after the Probationary Period, the Company may terminate this Agreement and the Executive's employment at any time during the term of this Agreement or any subsequent renewal thereof by providing the Executive with 90 days his entitlements pursuant to the Employment Standards Act of working notice or, in the Company's sole discretion, Base Salary in lieu of notice. During the period of British Columbia. The Executive will not be entitled to any further notice or pay in lieu or damages of notice, the Executive shall only be entitled to Base Salary and all other benefits, bonuses, incentive payments and perquisites will cease immediately upon the Executive's receipt any kind arising out of his notice of termination. The employment or the termination thereof and the Executive agrees that the Terms terms of this section satisfy all entitlements and rights that the Executive may have under contract, law or equity. (e) (d) Upon any termination of this Agreement for any reason whatsoever, the Executive shall immediately return to the Company any and all Confidential Information (as discussed in section 14 herein), books, documents, effects, money, securities or other property belonging to the Company or for which the Company is liable to others, which are in the possession, charge, control or custody of the Executive. (f) In the event the Company is acquired, or is the non-surviving party in a merger, or sells all of or substantially all of its assets, this Agreement shall not be terminated and the Company agrees to use its best efforts to ensure that the transferee or surviving company is bound by the terms of this Agreement.View More
Termination. (a) This Agreement shall be terminated upon the happening of any of the following: (i)at the cessation of SMPR's business activities except as a result of a sale or merger; (ii)upon the mutual consent of the parties hereto; (iii)upon the death of Employee; (iv)the termination of this Agreement for any reason or no reason by the Company upon Thirty (30) days prior written notice to Employee. (v)the termination for any reason or no reason by Employee upon Thirty (30) days written notice to the Com...pany. However, Employee cannot terminate this Agreement during a Restricted Period. (1)"Restricted Period" shall mean the Thirty (30) day period immediately preceding the due date of a quarterly regulatory filing and the Sixty (60) day period immediately preceding the due date of an annual regulatory filing. The due date of the regulatory filing shall include any applicable extensions and extend until such quarterly or annual statement is filed. (b)Termination by Company for Cause. "Cause" for the purpose of this Agreement is defined as (i) an intentional act of fraud, embezzlement, theft or any other material violation of law committed by Employee; (ii) damage to Company's assets; (iii) disclosure of Company's confidential information; (iv) breach of Employee's obligations under this Agreement; (v) intentional engagement in any competitive activity which would constitute a breach of Employee's duty of loyalty or of Employee's obligations under this Agreement; (vi) breach of any of Company's policies; (vii) the willful and continued failure to substantially perform Employee's duties for Company (other than as a result of incapacity due to physical or mental illness); (viii) willful conduct by Employee that is materially injurious to Company, monetarily or otherwise, or (ix) failure to follow any written directives from the Board of Directors. (c)If Employee is terminated under Section 6(a)(i)-(iv), Employee shall receive Three (3) months severance. If Employee is terminated under Section 6(a)(v) or 6(b) then Company shall pay Employee any earned but unpaid compensation as of the Date of this Termination within Thirty (30) days of such date. "Date of Termination" shall mean the final date of Employee's employment, not the date of notice of termination.View More
Termination. (a) This Agreement shall be terminated upon the happening of any of the following: (i)at the cessation of SMPR's business activities except as a result of a sale or merger; (ii)upon the mutual consent of the parties hereto; (iii)upon the death or disability of Employee; Employee, disability shall be defined as an inability to perform duties and responsibilities for One Hundred Twenty (120) consecutive days as a result of physical or mental illness or condition or loss of legal capacity; (iv)the ...termination of this Agreement for any reason or no reason by the Company upon Thirty (30) days prior written notice to Employee. (v)the termination for any reason or no reason by Employee upon Thirty (30) days written notice to the Company. However, Employee cannot terminate this Agreement during a Restricted Period. (1)"Restricted "Restricted Period" shall mean the Thirty (30) day period immediately preceding the due date of a quarterly regulatory filing and the Sixty (60) day period immediately preceding the due date of an annual regulatory filing. The due date of the regulatory filing shall include any applicable extensions and extend until such quarterly or annual statement is filed. (b)Termination by Company for Cause. "Cause" for the purpose of this Agreement is defined as as: (i) an intentional act of fraud, embezzlement, theft or any other material violation of law committed by Employee; (ii) damage to Company's assets; (iii) disclosure of Company's confidential information; (iv) breach of Employee's obligations under this Agreement; (v) intentional engagement in any competitive activity which would constitute a breach of Employee's duty of loyalty or of Employee's obligations under this Agreement; (vi) breach of any of Company's policies; (vii) the willful and continued failure to substantially perform Employee's duties for Company (other than as a result of incapacity due to physical or mental illness); (viii) (vii) willful conduct by Employee that is materially injurious to Company, monetarily or otherwise, or (ix) (viii) failure to follow any reasonable written directives from the Board of Directors. Employee shall have Thirty (30) days after receipt of written notice from the Company setting forth the actions or circumstances constituting "Cause" to cure such actions or circumstances. 2 (c)If Employee is terminated under Section 6(a)(i)-(iv), Employee 6(a)(i)-(iii), Employee's options shall receive Three (3) months severance. If Employee is terminated under Section 6(a)(v) or 6(b) then Company shall pay Employee any earned but unpaid compensation as of vest, expire and be exercisable pursuant to the Date of this Termination within Thirty (30) days of such date. Stock Option Grant. "Date of Termination" shall mean the final date of Employee's employment, not the date of notice of termination. View More
Termination. The Company may, without prejudice to any right or remedy it may have due to any failure of the Consultant to perform his obligations under this Agreement, terminate the Consultation Period upon 30 days' prior written notice to the Consultant. In the event of such termination, the Consultant shall be entitled to payment for services performed and expenses paid or incurred prior to the effective date of termination, subject to the limitation on reimbursement of expenses set forth in Section 3.2. ...Notwithstanding the foregoing, the Company may terminate the Consultation Period, effective immediately upon receipt of written notice, if the Consultant breaches or threatens to breach this Agreement or the agreements referenced in Section 6.View More
Termination. The Company may, without prejudice to Consultant may terminate Agreement for any right or remedy it may have due to any failure of the Consultant to perform his obligations under this Agreement, terminate the Consultation Period reason upon 30 days' days prior written notice to the Consultant. Company. The Company may terminate Agreement if Consultant is not able to perform due to other full-time employment, death or disability. In the event of such termination, the Consultant shall be entitled ...to payment for services Services performed and expenses paid or incurred prior to the effective date of termination, subject to the limitation on reimbursement of expenses set forth in Section 3.2. Such payments shall constitute full settlement of any and all claims of the Consultant of every description against the Company. Notwithstanding the foregoing, the Company may terminate the Consultation Period, effective immediately upon receipt of written notice, if the Consultant breaches or threatens to breach this Agreement or the agreements referenced in any provision of Section 6. 7. View More
Termination. The Company or the Consultant may, without prejudice to any right or remedy it the Company may have due to any failure of the Consultant to perform his obligations under this Agreement, terminate the Consultation Period upon 30 days' prior written notice to the Consultant. other party. In the event of such termination, the Consultant shall be entitled to payment for services performed and expenses paid or incurred prior to the effective date of termination, subject to the limitation on reimburse...ment of expenses set forth in Section 3.2. 4. Notwithstanding the foregoing, the Company may terminate the Consultation Period, effective immediately upon receipt of written notice, if the Consultant breaches or threatens to breach this Agreement or the agreements referenced in Section 6. 8. View More
Termination. (a) Death or Disability. If Participant's termination of employment or other relationship with the Company is as a result of Participant's death or Disability (as such term is defined in Participant's employment agreement or, if Participant has no employment agreement, within the meaning of Section 22(e)(3) of the Code), then any restrictions which would otherwise remain on any of the three Installments of Restricted Stock at target level shall immediately lapse. (b) Retirement. If Participant's... termination of employment or other relationship with the Company is as a result of Participant's Retirement (for purposes of this Agreement, defined as Participant's termination after attaining age fifty-five (55) with at least ten (10) completed years of service), then the Compensation and Organization Committee of the Board of Directors of the Company (the "Committee"), or its delegate, in its sole discretion, may vote to accelerate vesting of all outstanding shares to the extent that the Performance Goal is met. If this occurs, the restrictions set forth in this Agreement with respect to the Shares shall immediately lapse on the date such decision was made by the Committee, causing any restrictions which would otherwise remain on the Stock to immediately lapse. The decision by the Committee regarding acceleration of outstanding shares in the case of Participant's Retirement will be made considering the following factors: (1) Participant's previous general contributions to the Company, (2) Participant's contributions on key initiatives of the Company, (3) Participant's years of service to the Company, (4) Financial performance of the Company in the current fiscal year; and/or (5) Financial performance of the Company in the previous fiscal year. If taxes become due on all Shares, then Participant will be subject to taxes and withholding as set forth in Section 5, below. (c) Other Terminations. If Participant's Termination is by the Company or an Affiliate or by Participant for any reason other than death, Disability or Retirement, then all Restricted Stock for which the applicable restrictions had not lapsed prior to the date of such Termination shall be immediately forfeited.View More
Termination. (a) Death or Disability. If Participant's termination of employment or other relationship with the Company is as a result of Participant's death or Disability (as such term is defined in Participant's employment agreement or, if Participant has no employment agreement, within the meaning of Section 22(e)(3) of the Code), then any restrictions which would otherwise remain on any of the three Installments of Restricted Stock the Cash Award at target level shall immediately lapse. (b) Retirement. I...f Participant's termination of employment or other relationship with the Company is as a result of Participant's Retirement (for purposes of this Agreement, defined as Participant's termination after attaining age fifty-five (55) with at least ten (10) completed years of service), then the Compensation and Organization Committee of the Board of Directors of the Company (the "Committee"), or its delegate, in its sole discretion, may vote to accelerate vesting of all outstanding shares cash awards to the extent that the Performance Goal is met. If this occurs, the restrictions set forth in this Agreement with respect to the Shares Cash Award shall immediately lapse on the date such decision was made by the Committee, causing any restrictions which would otherwise remain on the Stock Cash Award to immediately lapse. The decision by the Committee regarding acceleration of outstanding shares cash awards in the case of Participant's Retirement will be made considering the following factors: (1) Participant's previous general contributions to the Company, (2) Participant's contributions on key initiatives of the Company, (3) Participant's years of service to the Company, (4) Financial performance of the Company in the current fiscal year; and/or (5) Financial performance of the Company in the previous fiscal year. If taxes become due on all Shares, cash awards, then Participant will be subject to taxes and withholding as set forth in Section 5, 4, below. (c) Other Terminations. If Participant's Termination is by the Company or an Affiliate or by Participant for any reason other than death, Disability or Retirement, then all Restricted Stock Cash Awards for which the applicable restrictions had not lapsed prior to the date of such Termination shall be immediately forfeited. View More
Termination. The Company may terminate this Agreement at any time by 30 working days' written notice to the Contractor. In addition, if the Contractor is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directive of the Company, is guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this Agreement, the Company at any time may terminate the engagement of the Contractor immediately and without prior wri...tten notice to the Contractor.View More
Termination. The Company Either party may terminate this Agreement at any time by 30 10 working days' written notice to the Contractor. other party. In addition, if the Contractor is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directive of the Company, is guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this Agreement, the Company at any time may terminate the engagement of the Contractor imme...diately and without prior written notice to the Contractor. View More
Termination. The Company may terminate this Agreement at any time by 30 5 working days' written notice to the Contractor. In addition, if the Contractor is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directive of the Company, is guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this Agreement, the Company at any time may terminate the engagement of the Contractor immediately and without prior w...ritten notice to the Contractor. View More
Termination. 6.1 The Company may terminate the Executive's employment under this Agreement at any time for Cause. 6.2 If the Company terminates the Executive's employment under this Agreement pursuant to the provisions of Paragraph 6.1 hereof, the Executive shall not be entitled to receive any compensation following the date of such termination. 6.5 Executive's employment may be terminated by the Company "without cause" (for any reason or no reason at all) at any time by giving Executive sixty (60) days prio...r written notice of termination, which termination shall be effective on the 60th day following such notice. 6.6 Executive may terminate his or her employment hereunder by giving the Company ten (10) days prior written notice, which termination shall be effective on the 60th day following such notice. 6.7 At the Company's option, Executive shall immediately leave the Company's premises on the date notice of termination is given by either Executive or the Company.View More
Termination. 6.1 The Company may terminate the Executive's employment under this Agreement at any time for Cause. 6.2 If the Company terminates the Executive's employment under this Agreement pursuant to the provisions of Paragraph 6.1 hereof, the Executive shall not be entitled to receive any compensation following the date of such termination. 6.5 Executive's employment may be terminated by the Company "without cause" (for any reason or no reason at all) at any time by giving Executive sixty (60) days prio...r written notice of termination, which termination shall be effective on the 60th day following such notice. 6.6 This Agreement shall automatically terminate on the last day of the month in which Executive dies or becomes permanently incapacitated. 6.7 Executive may terminate his or her employment hereunder by giving the Company ten (10) days prior written notice, which termination shall be effective on the 60th day following such notice. 6.7 6.8 At the Company's option, Executive shall immediately leave the Company's premises on the date notice of termination is given by either Executive or the Company. 7.1 The Company may, from time to time, apply for and take out, in its own name and at its own expense, life, health, accident, disability or other insurance upon the Executive in any sum or sums that it may deem necessary to protect its interests, and the Executive agrees to aid and cooperate in all reasonable respects with the Company in procuring any and all such insurance, including without limitation, submitting to the usual and customary medical examinations, and by filling out, executing and delivering such applications and other instruments in writing as may be reasonably required by an insurance company or companies to which an application or applications for such insurance may be made by or for the Company. 7.2 This Agreement is a personal contract, and the rights and interests of the Executive hereunder may not be sold, transferred, assigned, pledged or hypothecated except as otherwise expressly permitted by the provisions of this Agreement. 7.3 The Company shall have the right to assign this Agreement to any successor of substantially all of its business or assets, and any such successor shall be bound by all of the provisions hereof. View More
Termination. 6.1 The Company may terminate the Executive's employment under this Agreement at any time for Cause. 6.2 6.3 If Executive's employment is terminated for any reason (whether by Executive or the Company) within thirty (30) days following a change in Control of the Company terminates the Executive's employment under this Agreement pursuant to the provisions of Paragraph 6.1 hereof, the (as defined below), Executive shall not be entitled to receive any compensation following the date of such termina...tion. benefits provided in Section 6.5 below. 6.5 Executive's employment may be terminated by the Company "without cause" (for any reason or no reason at all) at any time by giving Executive sixty (60) days prior written notice of termination, which termination shall be effective on the 60th day following such notice. 6.6 Executive may terminate his or her employment hereunder by giving the Company ten (10) days prior written notice, which termination shall be effective on the 60th day following such notice. 6.7 At the Company's option, Executive shall immediately leave the Company's premises on the date notice of termination is given by either Executive or the Company. View More
Termination. The Parties agree that this Agreement is subject to termination as follows: 11.1. Right to Terminate. Subject to Section 11.2, this Agreement may be terminated (except for the provisions referenced in Section 11.2) at any time prior to the consummation of the Closing upon the occurrence of any one or more of the following: (a) by mutual consent of the Seller and the Buyer; (b) by the Buyer, if the Seller has materially breached this Agreement and such breach causes any of the conditions to Closi...ng set forth in Section 6 not to be satisfied (or, if prior to Closing, is of such a magnitude or effect that it will not be possible for such condition to be satisfied); provided, however, that in the case of a breach that is capable of being cured, the Seller shall have a period of ten (10) days following receipt of such notice to attempt to cure the breach and the termination under this Section 11.1(b) shall not become effective unless the Seller fails to cure such breach prior to the end of such ten (10) day period; (c) by the Seller if the Buyer has materially breached this Agreement and such breach causes any of the conditions to Closing set forth in Section 7 not to be satisfied (or, if prior to Closing, is of such a magnitude or effect that it will not be possible for such condition to be satisfied); provided, however, that in the case of a breach that is capable of being cured, the Buyer shall have a period of ten (10) days following receipt of such notice to attempt to cure the breach and the termination under this Section 11.1(c) shall not become effective unless the Buyer fails to cure such breach prior to the end of such ten (10) day period; (d) by the Seller or the Buyer PURCHASE AND SALE AGREEMENT 58 if the Closing shall not have occurred on or before March 15, 2015, provided that such failure does not result primarily from the terminating Party's material breach of its representations, warranties or covenants contained in this Agreement; or (e) by either the Seller or the Buyer, if under the HSR Act or otherwise, the FTC or the DOJ shall have commenced or threatened to commence any proceeding to delay or enjoin or seek damages in respect of the transactions evidenced by this Agreement ("threatened," for purposes of this Section 11.1(e), means an actual vote of the Commissioners of the Federal Trade Commission to commence such a proceeding). 11.2. Effect of Termination. In the event of termination, written notice thereof will be given to the other Party or Parties specifying the provision pursuant to which such termination is made. Except as specifically provided in Section 12, on the termination of this Agreement the Deposit will be refunded to the Buyer. If this Agreement is terminated in accordance with Section 11.1, the provisions contained in this Section 11.2 and in Sections 8.5, 9, 12, 13, 14.1, 14.2, 14.5 through 14.17, and such defined terms in Section 1 as may be required to give meaning to such sections, shall survive termination of this Agreement. No termination of this Agreement under Section 11 shall relieve any Party of liability for breach of this Agreement arising prior to such termination.View More
Termination. The Parties agree that this Agreement is subject to termination as follows: 11.1. Right to Terminate. Subject to Section 11.2, this Agreement may be terminated (except for the provisions referenced in Section 11.2) at any time prior to the consummation of the Closing upon the occurrence of any one or more of the following: (a) by mutual PURCHASE AND SALE AGREEMENT 47 consent of the Seller Sellers and the Buyer; (b) by the Buyer, if the either Seller has materially breached this Agreement and suc...h breach causes any of the conditions to Closing set forth in Section 6 not to be satisfied (or, if prior to Closing, is of such a magnitude or effect that it will not be possible for such condition to be satisfied); provided, however, that in the case of a breach that is capable of being cured, the Seller Sellers shall have a period of ten (10) days following receipt of such notice to attempt to cure the breach and the termination under this Section 11.1(b) shall not become effective unless the Seller fails Sellers fail to cure such breach prior to the end of such ten (10) day period; (c) by the Seller Sellers if the Buyer has materially breached this Agreement and such breach causes any of the conditions to Closing set forth in Section 7 not to be satisfied (or, if prior to Closing, is of such a magnitude or effect that it will not be possible for such condition to be satisfied); provided, however, that in the case of a breach that is capable of being cured, the Buyer shall have a period of ten (10) days following receipt of such notice to attempt to cure the breach and the termination under this Section 11.1(c) shall not become effective unless the Buyer fails to cure such breach prior to the end of such ten (10) day period; (d) by the Seller Sellers if the Buyer fails to pay the Deposit in accordance with Section 2 to the Escrow Agent on or before 5:00 p.m. (Central Time) on the second (2nd) Business Day after the Execution Date; (e) by the Sellers or the Buyer PURCHASE AND SALE AGREEMENT 58 if the Closing shall not have occurred on or before March 15, 2015, August 21, 2014, provided that such failure does not result primarily from the terminating Party's material breach of its representations, warranties or covenants contained in this Agreement; or (e) Agreement, (f) by either the Seller Buyer or the Buyer, Sellers if the total amount of all (i) Casualty Losses and (ii) Title Defects and Environmental Defects (in each case, determined after giving effect to the applicable Individual Defect Threshold and the Aggregate Defect Threshold and after offsetting the amount of any Title Benefits), exceeds, in the aggregate, an amount equal to twenty percent (20%) of the unadjusted Purchase Price or (g) by the Buyer if SUSA (i) exercises its PPR under the HSR Act Development Agreement with respect to CALLC's assignment of CALLC's interest in the Properties to the Buyer pursuant to this Agreement or otherwise, (ii) fails to provide its unconditional consent under the FTC or Development Agreement to CALLC's assignment of CALLC's interest in the DOJ shall have commenced or threatened Properties to commence any proceeding the Buyer pursuant to delay or enjoin or seek damages in respect this Agreement, CALLC hereby agreeing to provide the Buyer with prompt written notice of the transactions evidenced by this Agreement ("threatened," for purposes occurrence of this Section 11.1(e), means an actual vote either of the Commissioners of the Federal Trade Commission to commence such a proceeding). foregoing. 11.2. Effect of Termination. In the event of termination, written notice thereof will be given to the other Party or Parties specifying the provision pursuant to which such termination is made. Except as specifically provided in Section 12, 12(ii), on the termination of this Agreement Agreement, including, for the Deposit avoidance of doubt, any termination by the Buyer pursuant to Section 11.1(g), the Parties will be refunded (within one (1) Business Day of the date of such termination) jointly direct the Escrow Agent to release the Escrow Balance to the Buyer. If this Agreement is terminated in accordance with Section 11.1, the provisions contained in this Section 11.2 and in Sections 8.5, 9, 12, 13, 14.1, 14.2, 14.5 through 14.17, 14.18 and 14.20, and such defined terms in Section 1 as may be required to give meaning to such sections, shall survive termination of this Agreement. No termination of this Agreement under Section 11 shall relieve any Party of liability for breach of this Agreement arising prior to such termination. View More
Termination. The Parties agree that this Agreement is subject to termination as follows: 11.1. Right 10.1Right to Terminate. Subject to Section 11.2, 10.2, this Agreement may be terminated (except for the provisions referenced in Section 11.2) 10.2) at any time prior to the consummation of the Closing upon the occurrence of any one or more of the following: (a) by 10.1.1by mutual consent of the Seller and the Buyer; (b) by the 10.1.2by Buyer, (a) if the Seller has materially breached this Agreement and such ...breach causes any of the conditions to Closing applicable to Seller set forth in Section 5 not to be satisfied (or, if prior to Closing, is of such a magnitude or effect that it will not be possible for such condition to be satisfied); provided, however, that in the case of a breach that is capable of being cured, Seller shall have a period of ten (10) days following receipt of such notice to attempt to cure the breach and the termination under this Section 10.1.2 shall not become effective unless Seller fails to cure such breach prior to the end of such ten (10) day period or if Seller notifies Buyer of a breach or failure under Section 9.7.6 that exceeds Three Million Dollars ($3,000,000) and which Seller cannot or elects not to cure; or 10.1.3by Seller, if Buyer has materially breached this Agreement and such breach causes any of the conditions to Closing applicable to Buyer set forth in Section 6 not to be satisfied (or, if prior to Closing, is of such a magnitude or effect that it will not be possible for such condition to be satisfied); provided, however, that in the case of a breach that is capable of being cured, the Seller shall have a period of ten (10) days following receipt of such notice to attempt to cure the breach and the termination under this Section 11.1(b) shall not become effective unless the Seller fails to cure such breach prior to the end of such ten (10) day period; (c) by the Seller if the Buyer has materially breached this Agreement and such breach causes any of the conditions to Closing set forth in Section 7 not to be satisfied (or, if prior to Closing, is of such a magnitude or effect that it will not be possible for such condition to be satisfied); provided, however, that in the case of a breach that is capable of being cured, the Buyer shall have a period of ten (10) days following receipt of such notice to attempt to cure the breach and the termination under this Section 11.1(c) 10.1.3 shall not become effective unless the Buyer fails to cure such breach prior to the end of such ten (10) day period; (d) by the or 10.1.4by Seller or the Buyer PURCHASE AND SALE AGREEMENT 58 if the Closing shall not have occurred on or before March November 15, 2015, 2014, provided that such failure does not result primarily from the terminating Party's material breach of its representations, warranties or covenants contained in this Agreement; or (e) by either the Seller or the Buyer, if under the HSR Act or otherwise, the FTC or the DOJ shall have commenced or threatened to commence any proceeding to delay or enjoin or seek damages in respect of the transactions evidenced by this Agreement ("threatened," for purposes of this Section 11.1(e), means an actual vote of the Commissioners of the Federal Trade Commission to commence such a proceeding). 11.2. Effect Agreement. 10.2.Effect of Termination. In the event of termination, written notice thereof will be given to the other Party or Parties specifying the provision pursuant to which such termination is made. Except as specifically provided in Section 12, on 11, promptly following the termination of this Agreement the Deposit will be refunded to the Buyer. If this Agreement is terminated in accordance with Section 11.1, 10.1, then the provisions contained in this Section 11.2 10.2 and in Sections 8.5, 9, 12, 13, 7.5, 8, 11, 14.1, 14.2, 14.5 14.6 through 14.17, 14.19, and such defined terms in Section 1 15.1 as may be required to PURCHASE AND SALE AGREEMENT 28 give meaning to such sections, shall survive termination of this Agreement. No termination of this Agreement under Section 11 10 shall relieve any Party of liability for breach of this Agreement arising prior to such termination. View More
Termination. Upon termination of this Agreement, the Company shall pay Consultant for fees and expenses incurred prior to the effective date of termination. Pursuant to its terms, Section 6 below will survive any expiration or termination of this Agreement.
Termination. Upon termination of this Agreement, the Company shall pay Consultant for fees and expenses incurred prior up to and including the effective date end or expiration of termination. the Term. Pursuant to its terms, Section 6 below will survive any expiration or termination of this Agreement.
Termination. This Agreement shall automatically terminate and be of no further force or effect upon the earlier to occur of (a) the first Business Day following the expiration of the Third Lock-up Period, and (b) as provided in Section 2(c) on a Restriction Release Event; except that Section 3(b), 4(c) and Sections 5 through 20 of this Agreement shall survive termination under this Section 6.
Termination. This Agreement shall automatically terminate and be of no further force or effect upon the earlier to occur of (a) the first Business Day following the expiration of the Additional Shares Lock-up Period, (b) the first Business Day following the expiration of the Third Lock-up Period, Period if no Additional Shares are issued and (b) (c) as provided in Section 2(c) 2(d) on a Restriction Release Event; except that Section 3(b), 3(c), 4(c) and Sections 5 through 20 of this Agreement shall survive t...ermination under this Section 6. View More
Termination. This Agreement shall automatically terminate and be of no further force or effect upon the earlier to occur of (a) the first Business Day following the expiration of the Third Lock-up Period, and (b) as provided in Section 2(c) on a Restriction Release Event; Period; except that Section 3(b), 4(c) and Sections 5 through 20 of this Agreement shall survive termination under this Section 6.
Termination. This Agreement shall terminate as expressly provided herein, unless earlier terminated by mutual written consent. 19.1 TERMINATION BY KEM. Upon the occurrence of an uncured Event of Default, KEM may terminate this Agreement, provided, that KEM or its Affiliates are not in default under the PA or the Transaction Agreements. On termination of this Agreement based upon an uncured Event of Default by EMMR, EMMR within thirty (30) days after termination of this Agreement, shall execute and deliver to... KEM a release and termination of this Agreement in a form acceptable for recording. 13 19.2 TERMINATION BY EMMR. EMMR may at any time terminate this Agreement by giving sixty (60) days advance written notice to KEM. If EMMR terminates this Agreement, EMMR shall perform all obligations and pay all payments which accrue or become due before the termination date. When EMMR's termination of this Agreement, and within thirty (30) days thereafter termination, EMMR shall execute and deliver to KEM a release and termination of this Agreement in a form acceptable for recording. 19.3 CONTINUING OBLIGATIONS AND ENVIRONMENTAL LIABILITIES. During the Term of this Agreement and after termination or expiration under this Section 19.3, EMMR shall remain liable for obligations to KEM and/or third parties arising out of or related to its use of the Access Rights, including liabilities arising out the violation of any Laws and Environmental Laws by EMMR. Similarly, KEM shall remain liable for liabilities to EMMR and/or third parties as provided in this Agreement with respect to any obligations incurred prior to the termination of this Agreement. 19.4 SURRENDER OF THE PROPERTY AND DISPOSITION OF ASSETS ON TERMINATION. On expiration or termination of this Agreement, EMMR shall surrender the Access Rights promptly to KEM. This provision shall survive expiration or termination of this Agreement.View More
Termination. This Agreement shall terminate as expressly provided herein, unless earlier terminated by mutual written consent. 19.1 22.1 TERMINATION BY KEM. Upon the occurrence of an uncured Event of Default, KEM may terminate this Agreement, provided, Agreement provided that KEM or its Affiliates are not in default under the PA (including the payment of the $4.25 Million Note and the $19 Million Note as defined in the PA) or the Transaction Agreements. On termination of this Agreement based upon an uncured ...Event of Default by EMMR, EMMR within thirty (30) days after termination of this Agreement, shall execute and deliver to KEM a release and termination of this Agreement in a form acceptable for recording. 13 19.2 22.2 TERMINATION BY EMMR. EMMR may at any time terminate this Agreement by giving sixty (60) days advance written notice to KEM. If EMMR terminates this Agreement, EMMR shall perform all obligations and pay all payments which accrue or become due before the termination date. When date, including the payment of any additional royalty pursuant to Section 6.1. On EMMR's termination of this Agreement, and within thirty (30) days thereafter after termination, EMMR shall execute and deliver to KEM a release and termination of this Agreement in a form acceptable for recording. 19.3 22.3 CONTINUING OBLIGATIONS AND ENVIRONMENTAL LIABILITIES. During the Term of this Agreement and after termination or expiration under this Section 19.3, 22.3, EMMR shall remain liable for obligations liabilities to KEM and/or third parties arising out of or related to its use any violation of the Access Rights, any Laws, including liabilities arising out of the violation of any Laws and Environmental Laws by EMMR. Similarly, KEM shall remain liable for liabilities to EMMR and/or third 28 parties as provided in this Agreement with respect to any obligations incurred prior to the termination of this Agreement. 19.4 EMMR's reclamation obligations as set forth in Section 15.4 of this agreement shall survive the termination or expiration of this Agreement. 22.4 SURRENDER OF THE PROPERTY AND DISPOSITION OF ASSETS ON TERMINATION. On expiration or termination of this Agreement, EMMR shall surrender the Access Rights Mining Properties promptly to KEM. KEM and at EMMR's sole cost shall remove from the Mining Property all of EMMR's Mining Facilities, Hazardous Materials, and equipment within one-hundred eighty (180) days unless the Parties shall otherwise agree in writing. This provision shall survive expiration or termination of this Agreement. EMMR shall undertake the activities for which it is responsible for under the Reclamation Plan for the Mining Properties as provided in Section 15.4 of this Agreement. 22.5 TERMINATION OF EMMR OBLIGATIONS IF ACCESS OR UTILITIES ARE NOT PROVIDED. If EMMR should have any remaining obligations after the termination of this Agreement KEM will cooperate with EMMR as reasonably necessary or appropriate to allow EMMR to fulfill any such remaining obligations, but EMMR shall reimburse KEM for any reasonable third-party, out-of-pocket expense that KEM may incur in providing such cooperation. In particular, if EMMR should have any remaining obligations which require access to and use of the Mining Properties, or access to and use of water and other utilities as previously provided under the Water and Utilities Joint Use Agreement or Mutual Access and Joint Use Agreement, and (i) KEM or its Affiliates should continue to deny or unreasonably restrict such access or use after fourteen (14) days' prior written notice of such denial or unreasonable restriction, and (ii) no commercially reasonable substitute or alternative means of access or source of water or utilities is available, then those continuing obligations of EMMR requiring such access, water or utilities shall terminate and EMMR shall have no further responsibility or liability for any of such obligations. View More
