Termination Contract Clauses (53,121)

Termination. This Agreement shall terminate and shall have no further force or effect as of the Expiration Date. Notwithstanding the foregoing, nothing set forth in this Section 12 or elsewhere in this Agreement shall relieve either party hereto from any liability, or otherwise limit the liability of either party from any liability for any intentional breach of any obligation or other provision contained in this Agreement.

Termination. (a) In addition to any other remedies which may be available to the Underwriters, the Representatives on behalf of the Underwriters shall be entitled to terminate and cancel their obligations under this Agreement, by notice given to the Company, if, after the execution and delivery of this Agreement and prior to the Closing Date: (i) any inquiry, investigation or other proceeding is commenced or any order is issued under or pursuant to any statute of the United States, Canada or of any state,... province thereof or otherwise (other than an inquiry, investigation, proceeding or order based upon the activities or alleged activities of the Underwriters or the Selling Firms), or there is any change of law, or the interpretation or administration thereof, which in the reasonable opinion of the Representatives operates to prevent or restrict the trading or the distribution of the Shares, (ii) there shall occur or be discovered by the Representatives any material adverse change in the financial condition, assets, liabilities, business, affairs or operations of the Company and its subsidiaries (taken as a whole), which, in the Underwriters' reasonable opinion, could reasonably be expected to have a significant adverse effect on the market price or value of the Shares, (iii) there shall occur or have been announced any change or proposed change in the federal income tax laws of Canada or the United States, the regulations thereunder, current administrative decisions or practices or court decisions, any other applicable rules or the interpretation or administration thereof which, in any such case, in the Representatives' reasonable opinion, could be expected to have a significant adverse effect on the market price or value of the Shares, (iv) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, Nasdaq or the TSX, (v) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (vi) a material disruption in commercial banking or securities settlement, payment or clearance services in the United States or Canada shall have occurred, (vii) any moratorium on commercial banking activities shall have been declared by Federal, New York State or Canadian authorities or (viii) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets, currency exchange rates or controls or any calamity or crisis that, in the Representatives' judgment, is material and adverse and which, singly or together with any other event specified in this clause (viii), makes it, in the Representatives' judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus. 34 (b) If the Underwriters terminate their obligations hereunder pursuant to this Section 10, the Company's only obligation to the Underwriters hereunder shall be limited to the Company's obligations under Section 9 and payment of expenses referred to in Section 7 hereof. View More

Termination. Upon a termination of your employment for any reason, you will be entitled to (i) your accrued Salary and accrued and unused vacation through the date of termination, and (ii) any accrued and vested benefits and unreimbursed expenses incurred and unpaid on the date of termination in accordance with Section 5.

Termination. This Agreement shall terminate on December 31, 2017 (the "Term"); provided, however, that the Term shall automatically extend for successive one (1) year periods on December 31, 2017 and each anniversary thereof, unless the Executive's employment is terminated prior thereto or the Company provides written notice to the Executive of the Company's intention not to extend the Term at least six (6) months prior to the applicable extension date.

Termination. (a) The Corporation may terminate the employment of the Employee and all of the Corporation's obligations under this Agreement (except as hereinafter provided) at any time for "cause" by giving the Employee notice of such termination, with reasonable specificity of the grounds therefor. For the purposes of this Section 7, "cause" shall mean (i) willful misconduct with respect to the business and affairs of the Corporation or any subsidiary or affiliate thereof, insubordination or willful... neglect of duties (other than neglect due solely to the Employee's illness or other involuntary mental or physical disability), including the Employee's violation of any material Corporation policy, (ii) material breach of any of the provisions of this Agreement or (iii) conviction for a crime involving moral turpitude or fraud. A termination pursuant to . this Section 7(a) shall take effect immediately upon the giving of the notice contemplated hereby. (b) The Corporation may terminate the employment of the Employee and all of the Corporation's obligations under this Agreement (except as hereinafter provided) at any time during the Employment Period without "cause" by giving the Employee written notice of such termination, to be effective 30 days following the giving of such written notice. (c) The Employee may terminate the employment of the Employee hereunder at any time during the Employment Period by giving the Corporation at least 30 days' prior written notice of such termination, such termination to be effective on the date specified in such notice, whereupon all of the Corporation's obligations hereunder shall terminate (except as hereinafter provided). For convenience of reference, the date upon which any termination of the employment of the Employee pursuant to Section 6 or 7 hereof shall be effective shall be hereinafter referred to as the "Termination Date." View More

Termination. Section 9.1 of the Agreement shall be deleted in its entirety and replaced with the following: "Section 9.1 Termination. This Agreement may be terminated at any time prior to the Merger Date: (a) by mutual written consent of MeeMee and ASM; (b) by ASM if the Merger shall not have been consummated on or before April 30. 2017 or if any of the conditions to the Closing set forth in Section 7.3 above shall have become incapable of fulfillment by April 30, 2017 and shall not have been waived in... writing by ASM; provided, however, that the right to terminate this Agreement under this Section 9.1(c) shall not be available to ASM if (i) ASM's or the ASM Members' action or failure to act has been a principal cause of or resulted in the failure of the Merger to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; or (ii) the ASM Financial Statements have not been delivered to MeeMee; 1 (c) by MeeMee, if the Merger shall not have been consummated on or before April 30, 2017 or if any of the conditions to the Closing set forth in Section 7.2 above shall have become incapable of fulfillment by April 30, 2017 and shall not have been waived in writing by MeeMee; provided, however, that the right to terminate this Agreement under this Section 9.1(d) shall not be available to MeeMee if its action or failure to act has been a principal cause of or resulted in the failure of the Merger to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; or (d) by MeeMee or ASM if any Governmental or judicial Authority shall have issued an injunction, order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting any material portion of the Merger and such injunction, order, decree, ruling or other action shall have become final and nonappealable." View More

Termination. The Forbearance Period shall terminate automatically and without notice to Borrower upon the occurrence of a Termination Event.

Termination. 5.1 Termination Upon Death or Disability. In the event of Director's death or total disability (defined as the Director's inability to perform his/her duties under this Agreement for three (3) consecutive fiscal quarters) during the Term, this Agreement shall terminate on the date of such death or disability; provided that, such termination shall not relieve the Company of its obligations to make the payments as described in Section 4 hereof accrued through the date of such termination. 5.2... Termination for Cause; Voluntary Termination Prior to Term-End. The Company may terminate this Agreement for "Cause" at any time and without notice. The Company shall have "Cause" to terminate this Agreement if (a) Director breaches any provision of this Agreement or (b) Director engages in conduct which is intentionally injurious to the Company as determined by the Board. If Director is terminated by the Company for Cause or if the Director voluntarily terminates his services prior to the end of the Term (other than due to the Director's death or disability), Director shall be paid only the Consulting Fee accrued through the date of such termination and Director will forfeit all right to receive any other payments from the Company unless previously earned but unpaid and any other compensation to which he would otherwise be entitled. -2- 5.3 Termination by the Company other than for Cause. If Director is terminated by the Company other than for Cause prior to the end of the Term, Director shall be entitled to payment of the total amount of the Consulting Fee which would have been paid hereunder for the balance of the Term if his services were not so terminated by the Company (less any amount of the Consulting Fee already paid). 5.4 Voluntary Termination. In the event the Director resigns from the Board of Directors, and voluntarily terminates this Agreement, the Director agrees to waive any and all remaining amounts due as a Consulting Fee, but retains the right to reimbursement of any expenses. View More

Termination. Upon the repayment in full of all Obligations, this Amended and Restated Security Agreement shall terminate, the Secured Parties shall deliver any release of the Encumbrances created under this Amended and Restated Security Agreement that Debtor may reasonably request (at the cost of the Debtor), and the Secured Parties shall return to the Debtor all Collateral then in its possession, custody, or control, and this Amended and Restated Security Agreement shall terminate without further action by... the Party and be of no further force and effect. View More

Termination. (a) No Party may exercise any of its respective termination rights as set forth in Section 5, or Section 6 hereof, as applicable, if such Party is in material breach of this Agreement and is not obligated to terminate by any of its duties as a title 11 debtor. (b) Upon the termination of this Agreement pursuant to Section 5, Section 6, Section 7, or hereof, all Parties shall be released from their commitments, undertakings, and agreements under or related to this Agreement, and there shall be... no liability or obligation on the part of any Party; provided, however, that if a Party (or Parties) terminate(s) this Agreement due to a breach by another Party (or Parties), the non-breaching Party (or Parties) may enforce this Agreement against the breaching Party (or Parties) based on such breach. (c) Notwithstanding Section 8(b), but subject to Section 15 hereof, in no event shall any termination of this Agreement relieve a Party from (i) liability for its breach or non-performance of its obligations hereunder prior to the Termination Date and (ii) obligations under this Agreement which by their terms expressly survive a Termination Date; provided, however, that, notwithstanding anything to the contrary contained herein, any Termination Event (including any automatic termination) may be waived in accordance with the procedures established by Section 11 hereof, in which case such Termination Event so waived shall be deemed not to have occurred, and this Agreement consequently shall be deemed to continue in full force and effect, and the rights and obligations of the Parties shall be restored, subject to any modification set forth in such waiver. View More