Termination Contract Clauses (20,323)

Termination. Notwithstanding any other term or provision herein, this Agreement and all rights granted hereunder may be terminated without cause at any time by either Party upon thirty (30) days prior written notice to the other Party. However, in the event of a material breach of this Agreement by SWP, MassRoots may terminate this Agreement immediately by mailing a written notice of termination to SWP. In the event of termination of this Agreement, all amounts due under the Agreement will become immediately... due. View More

Termination. This Agreement shall terminate upon the earliest of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with its terms, (c) written notice of termination of this Agreement by IMS Health to the Quintiles Shareholders (d) the entry into any amendment or modification of the Merger Agreement without the prior written consent of the Quintiles Shareholders or any waiver of any of Quintiles's rights under the Merger Agreement, in each case, which (i) results in a change in... the amount or form of the Merger Consideration, (ii) results in an extension of the Outside Date or (iii) is materially adverse to any of the Quintiles Shareholders and (e) the date on which the Quintiles Board effects a Quintiles Adverse Recommendation Change (such earliest date being referred to herein as the "Termination Date"); provided that the provisions set forth in this Section 4, Section 7 and Sections 11 to 29 shall survive the termination of this Agreement; provided further that any liability incurred by any party hereto as a result of a breach of a term or condition of this Agreement prior to such termination shall survive the termination of this Agreement. View More

Termination. (a) Types of Termination. This Agreement may be terminated: 1. By either Party on provision of seven (7) days written notice to the other Party. This shall include any delays to the timeline specified in Schedule A. (b) Responsibilities after Termination. Following the termination of this Agreement for any reason, the Company shall promptly pay the Developer according to the terms of Exhibit A for Services rendered before the effective date of the termination (the "Termination Date"). The Develo...per acknowledges and agrees that no other compensation, of any nature or type, shall be payable hereunder following the termination of this Agreement. All intellectual property developed pursuant to this Agreement before the Termination Date shall be delivered to the Company within one day of the Termination Date. RESPONSIBILITIES. (a) Of the Developer.The Developer agrees to do each of the following: 1. Create the Application System as detailed in Exhibit A to this Agreement, and extend its best efforts to ensure that the design and functionality of the Application System meets the Company's specifications. View More

Termination. (a) Termination of Agreement. This Agreement shall terminate upon the surrender, lapse or other termination of all of the Policies by the Board. (b) Termination of Coverage. Coverage under the Agreement (and all rights of the Insured and his beneficiary(ies)) will terminate if: (i) any regulatory agency requires the Bank to sever its relationship with the Insured, (ii) the Bank is subjected to any regulatory restrictions limiting its ability to pay such compensation to the Insured, (iii) upon th...e occurrence of the bankruptcy, insolvency, receivership or dissolution of the Bank, (iv) termination of the Putnam County Savings Bank Supplemental Executive Retirement Plan ("SERP") before the Insured has any vested benefit under the SERP, or (v) upon termination of the Insured's employment for Cause (as defined in the SERP), regardless of whether the Insured has a vested benefit in the SERP, or (vii) as may otherwise be determined by the Board in good faith. View More

Termination. If any Pricing Agreement or Option shall be terminated pursuant to Section 8, the Company shall not then be under any liability to any Underwriter with respect to the Firm Securities or Optional Securities covered by such Pricing Agreement except as provided in Sections 5 and 7; but, if for any other reason Designated Securities are not delivered by or on behalf of the Company as provided herein, other than the occurrence of an event described in Section 6(h)(i), (iii) or (iv), the Company will ...reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but the Company shall then be under no further liability to any Underwriter with respect to such Designated Securities except as provided in Sections 5 and 7. View More

Termination. 7.1 Termination. This Agreement may be terminated at any time prior to the Closing (with respect to Sections 7.1(b) through 7.1(e), by notice from the terminating party to the other party setting forth a brief description of the basis for termination): (a) by the mutual written consent of Parent and the Company; (b) by Parent or the Company if the Closing has not been consummated by September 1, 2016 (the "Outside Date"); provided, however, that the right to terminate this Agreement under this S...ection 7.1(b) will not be available to any party whose failure to comply with or perform in any material respect any covenant under this Agreement has been a principal cause of or resulted in the failure of the Closing to occur on or before such date; (c) without limiting the right of Parent or the Company to terminate this Agreement pursuant to Section 7.1(b), by the Company if (i) there is a material breach of any of the representations or warranties of Parent in this Agreement such that the condition set forth in Section 6.3(a) would not be satisfied, or there has been a material breach by Parent of any of its covenants in this Agreement such that the condition set forth in Section 6.3(b) would not be satisfied, (ii) the Company has delivered to Parent a written notice of such breach, and (iii) at least 20 Business Days have elapsed since the delivery of such notice without such breach having been cured (provided, however, that no such cure period will be available or applicable to any such breach that by its nature cannot be cured); (d) without limiting the right of Parent or the Company to terminate this Agreement pursuant to Section 7.1(b), by Parent if (i) there is a material breach of any of the representations or warranties of the Company in this Agreement such that the condition set forth in Section 6.2(b) would not be satisfied, or there has been a material breach by the Company of any of its covenants in this Agreement such that the condition set forth in Section 6.2(c) would not be satisfied, (ii) Parent has delivered to the Company a written notice of such breach, and (iii) at least 20 Business Days have elapsed since the delivery of such notice without such breach having been cured (provided, however, that no such cure period will be available or applicable to any such breach that by its nature cannot be cured); or 65 (e) by Parent, if within one Business Day after the date of this Agreement, Parent has not received the Required Stockholder Approval. 7.2 Effect of Termination. In the event of termination of this Agreement as provided in Section 7.1, this Agreement will be of no further force or effect, and there will be no liability on the part of Parent or the Company or their respective officers, directors, shareholders or members, except to the extent that such liability results from any prior willful breach by a party of any of its covenants, agreements or representations and warranties set forth in this Agreement; provided, however, that the provisions of Section 9 and the Confidentiality Agreement will remain in full force and effect and survive any termination of this Agreement. View More

Termination. This Agreement shall terminate and the Escrow Account shall be closed upon the distribution of all Escrow Property from the Escrow Account established hereunder in accordance with the terms of this Agreement, subject, however, to the survival of obligations specifically contemplated in this Agreement to so survive.

Termination. The Parties hereby agree to terminate the respective obligations of the Parties under the Agreement with respect to up to $500 million of the 7.00% Notes that are properly tendered and accepted by the AmeriGas Parties in the Tender Offer. Section 2. Notice of Completion of Tender Offer. Promptly following the completion of the Tender Offer, the AmeriGas Parties agree to advise ETP of the amount by which the Support is decreased, with such amount expected to be $500 million. Section 3. New Notes ...Shall Not be Subject to the Agreement. Each of the Parties hereby acknowledges and agrees that the New Notes shall not be deemed Refinancing Senior Notes under the Agreement and that the respective obligations of the Parties under the Agreement with respect to $500 million of the 7.00% Notes shall not apply to the New Notes. Section 4. Agreement to Remain in Full Force and Effect. Except as hereby expressly provided, the Agreement, as amended by this Amendment, is in all respects ratified and confirmed, and all of its terms, provisions and conditions shall be and remain in full force and effect as applied to the remaining $450 million of 7.00% Notes subject to the Agreement. For the avoidance of doubt, the Parties agree that no payment is due to ETP under Section 6 of the Agreement in connection with this Amendment or the Tender Offer of the 7.00% Notes. Section 5. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signatures are physically attached to the same counterpart. Delivery of an executed signature page by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart. Section 6. Section Headings. Section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Amendment. Section 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without regard for the conflicts of laws provisions thereunder. View More

Termination. (a) The Underwriter shall have the right to terminate this Agreement, by notice as hereinafter specified, at any time at or prior to the Closing Date or, in the case of the Option Shares, prior to the applicable Option Closing Date (i) if there shall have occurred a Material Adverse Change (regardless of whether any loss associated with such Material Adverse Change shall have been insured) or development involving a prospective Material Adverse Change that, in the judgment of the Underwriter, ma...kes it impracticable or inadvisable to market the Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of the Shares; (ii) if there has occurred an outbreak or escalation of hostilities between the United States and any foreign power, an outbreak or escalation of any insurrection or armed conflict involving the United States, or any other calamity or crisis, or material adverse change or development in political, financial or economic conditions having an effect on the U.S. financial markets that, in the judgment of the Underwriter, makes it impracticable or inadvisable to market the Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of the Shares; or (iii) if trading in the Common Stock has been suspended or limited by the Commission or The NASDAQ Global Select Market, or if trading in securities generally on either the New York Stock Exchange or The NASDAQ Global Select Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by The NASDAQ Global Select Market or by order of the Commission or any other governmental authority, or FINRA; (iv) if a general banking moratorium has been declared by federal, Delaware or New York authorities; or (v) if there has occurred a material disruption in commercial banking or securities settlement or clearance services in the United States. (b) If this Agreement is terminated pursuant to this Section 9, such termination shall be without liability of (i) the Company to the Underwriter, except as provided in Section 5 hereof; (ii) the Underwriter to the Company; or (iii) of any party hereto to any other party except that the provisions of Section 7 shall survive such termination and remain operative and in full force and effect. 25 10. [Intentionally Omitted] 11. Information Furnished by Underwriter. The Company hereby acknowledges that the only information that the Underwriter has furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth under the caption "Underwriting" in the Prospectus; and the Underwriter confirm that such statements are correct. View More

Termination. 4.1 Termination for Any Reason Except Death or Disability. If Optionee's employment with or service as a director to the Company terminates for any reason other than death or disability, the Option, to the extent (and only to the extent) that it would have been exercisable by Optionee on the date of termination, may thereafter be exercised by Optionee no later than three (3) months after the date of termination, but in any event no later than the Expiration Date. 4.2 Termination Because of Death... or Disability. If Optionee's employment with or service as a director to the Company terminates because of death or disability (as defined in Section 22(e) of the Internal Revenue Code of 1986, as amended) of Optionee, the Option, to the extent (and only to the extent) that it is exercisable by Optionee on the date of such termination, may thereafter be exercised by Optionee (or Optionee's legal representative) no later than twelve (12) months after the date of such termination, but in any event no later than the Expiration Date. 4.3 No Obligation to Employ. Nothing in this Certificate or the Plan shall confer on Optionee any right to continue in the employ of, or other relationship with, the Company, or limit in any way the right of the Company to terminate Optionee's employment or other relationship at any time, with or without cause. 4.4 Employment Security Plan. In the event that Optionee participates in the Company's Employment Security Plan (the "ESP") or is a party to an Employment Security Agreement (an "ESA") and there exists a conflict between the Plan or this Certificate and any term or condition of the ESP or ESA, as the case may be, the terms and conditions of the Plan or this Certificate shall prevail. View More