Termination Contract Clauses (20,323)

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) The Offering may be terminated by the Placement Agent at any time prior to the expiration of the Offering Period in the event that: (i) any of the representations, warranties or covenants of the Company contained herein or in the Subscription Documents shall prove to have been false or misleading in any material respect when actually made; (ii) the Company shall have failed to perform any of its material obligations hereunder or under any other Company Transaction Document or any other trans...action document; (iii) there shall occur any event, within the control of the Company that is reasonably likely to materially and adversely affect the transactions contemplated hereunder or the ability of the Company to perform hereunder; or (iv) the Placement Agent determines that it is reasonably likely that any of the conditions to Closing to be fulfilled by the Company set forth herein will not, or cannot, be satisfied. (b) This Offering may be terminated by the Company at any time prior to the Termination Date in the event that (i) the Placement Agent shall have failed to perform any of its material obligations hereunder or (ii) on account of the Placement Agent's fraud, illegal or willful misconduct or gross negligence. In the event of any termination by the Company, the Placement Agent shall be entitled to receive, on the Termination Date, all unpaid Broker Fees earned or accrued through the Termination Date and reimbursement of all expenses as provided for in this Agreement, but shall be entitled to no other amounts whatsoever except as may be due under any indemnity or contribution obligation for provided herein, at law or otherwise. On such Termination Date, the Company shall pay all such unpaid costs and expenses incurred by the Placement Agent in connection with the Offering, Placement Agent counsel fee provided above and all unpaid Blue Sky Fees and other expenses set forth in Section 5(i) hereof. Placement Agency Agreement (PIPE)Page 20 (c) This Offering may be terminated upon mutual agreement of the Company and the Placement Agent at any time prior to the expiration of the Offering Period. (d) Except as otherwise provided above, before any termination by the Placement Agent under Section 10(a) or by the Company under Section 10(b) shall become effective, the terminating party shall give ten (10) day prior written notice to the other party of its intention to terminate the Offering (the "Termination Notice"). The Termination Notice shall specify the grounds for the proposed termination. If the specified grounds for termination, or their resulting adverse effect on the transactions contemplated hereby, are curable, then the other party shall have five (5) days from the Termination Notice within which to remove such grounds or to eliminate all of their material adverse effects on the transactions contemplated hereby; otherwise, the Offering shall terminate. (e) Upon any termination pursuant to this Section 10, the Placement Agent and the Company will instruct the Escrow Agent to cause all monies received with respect to the subscriptions for Securities not accepted by the Company to be promptly returned to such subscribers without interest, penalty or deduction. View More
Found in Protagenic Therapeutics, Inc. contract
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Termination. (a) (a)(i) The Placement Agent's participation in the Offering may be terminated by the Placement Agent at any time prior to the expiration of the Offering Period in the event that: (i) any of the representations, warranties or covenants of the Company contained herein or in the Subscription Documents shall prove to have been false or misleading in any material respect when actually made; (ii) the Company shall have failed to perform any of its material obligations hereunder or under any other C...ompany Transaction Document or any other transaction document; or (iii) there shall occur any event, within the control on account of the Company that is reasonably likely to materially and adversely affect the transactions contemplated hereunder Company's fraud, illegal or the ability of the Company to perform hereunder; willful misconduct or (iv) the Placement Agent determines that it is reasonably likely that any of the conditions to Closing to be fulfilled by the Company set forth herein will not, or cannot, be satisfied. (b) gross negligence. 10 (i) This Offering Agreement may be terminated by the Company at any time prior to the Termination Date in the event that (i) any of the representations, warranties or covenants of the Placement Agent contained herein or in the Subscription Documents shall prove to have been false or misleading in any material respect when actually made; (ii) the Placement Agent shall have failed to perform any of its material obligations hereunder or (ii) (iii) on account of the Placement Agent's fraud, illegal or willful misconduct or gross negligence. In the event of any termination by the Company, Company pursuant to this Section 10(b), the Placement Agent shall be entitled to receive, on the Termination Date, all unpaid Broker Fees compensation as set forth in Sections 3(a) and 3(b) herein earned or accrued through the Termination Date and reimbursement of all expenses as provided for in this Agreement, but shall be entitled to no other amounts whatsoever except as may be due under any indemnity or contribution obligation for provided herein, at law or otherwise. On such Termination Date, the Company shall pay all such unpaid costs and expenses incurred by the Placement Agent in connection with the Offering, Placement Agent counsel fee provided above and all unpaid Blue Sky Fees and other expenses set forth in Section 5(i) hereof. Placement Agency (b) The Offering and/or this Agreement (PIPE)Page 20 (c) This Offering may be terminated upon mutual agreement of by the Company and the Placement Agent at any time prior to the expiration of the Offering Period. (d) Period; provided, however, that no such termination solely pursuant to this Section 10(b) shall affect GPN's entitlement to accrued and unpaid amounts provided for in this Agreement, whether or not any Closing occurs prior to or subsequent to the effective date of termination. The Offering and/or this Agreement may be terminated by the Company at any time after the end of the Offering Period, in the event that the Company has not formally accepted subscriptions for at least the Minimum Amount by such date. In the event of any termination by the Company under the immediately preceding sentence of this Section 10(b), the Placement Agent shall be entitled to receive, on the Termination Date, payment of Expenses as provided for in paragraph 5(h) of this Agreement, but the Placement Agent shall be entitled to no other amounts whatsoever except as may be due under the Break Fee provision or under any indemnity or contribution obligation provided for herein, at law or otherwise. (c) Except as otherwise provided above, before any termination by the Placement Agent under Section 10(a) or by the Company under Section 10(b) shall become effective, the terminating party shall give ten (10) day prior written notice to the other party of its intention to terminate the Offering (the "Termination Notice"). The Termination Notice shall specify the grounds for the proposed termination. If the specified grounds for termination, or their resulting adverse effect on the transactions contemplated hereby, are curable, then the other party shall have five (5) days from the Termination Notice within which to remove such grounds or to eliminate all of their material adverse effects on the transactions contemplated hereby; otherwise, the Offering shall terminate. (e) (d) Upon any termination pursuant to this Section 10, the Placement Agent and the Company will instruct the Escrow Agent to cause all monies received with respect to the subscriptions for Securities not accepted by the Company to be promptly returned to such subscribers without interest, penalty or deduction. View More
Found in NEUROTROPE BIOSCIENCE, INC. contract
Termination. (a) The Offering may be terminated by the Placement Agent Agents at any time prior to the expiration of the Offering Period in the event that: (i) any of the representations, warranties or covenants of the Company contained herein or in the Subscription Documents shall prove to have been false or misleading in any material respect when actually made; (ii) the Company shall have failed to perform any of its material obligations hereunder or under any other Company Transaction Document or any othe...r transaction document; (iii) there shall occur any event, within the control of the Company that is reasonably likely to materially and adversely affect the transactions contemplated hereunder or the ability of the Company to perform hereunder; or (iv) the Placement Agent determines Agents determine that it is reasonably likely that any of the conditions to Closing to be fulfilled by the Company set forth herein will not, or cannot, be satisfied. (b) This Offering may be terminated by the Company at any time prior to the Termination Date in the event that (i) the Placement Agent Agents shall have failed to perform any of its material obligations hereunder or (ii) on account of one of the Placement Agent's fraud, illegal or willful misconduct or gross negligence. In the event of any termination by the Company, the Placement Agent Agents shall be entitled to receive, on the Termination Date, all unpaid Broker Fees respective compensation as set forth in Section 3A and 3B herein earned or accrued through the Termination Date and reimbursement of all expenses as provided for in this Agreement, but shall be entitled to no other amounts whatsoever except as may be due under any indemnity or contribution obligation for provided herein, at law or otherwise. On such Termination Date, the Company shall pay all such unpaid costs and expenses incurred by the Placement Agent Katalyst's counsel fees in connection with the Offering, Placement Agent counsel fee as provided above and all unpaid Blue Sky Fees and other expenses set forth in Section 5(i) hereof. Placement for herein. Agency Agreement (PIPE)Page 20 (PIPE and Warrant Exercise) Page 21 (c) This Offering may be terminated upon mutual agreement of the Company and the Placement Agent Agents at any time prior to the expiration of the Offering Period. (d) This Offering and this Agreement may be terminated by the Company at any time after September 7, 2016, in the event that the Company has not formally accepted subscriptions for at least the Minimum Amount by such date. In the event of any termination by the Company under this clause (d), Katalyst shall be entitled to receive, on the Termination Date, payment of the Katalyst Legal Fee and reimbursement of the Katalyst Expenses as provided for in paragraph 5(h) of this Agreement and GPN shall be entitled to receive, on the Termination Date, reimbursement of the GPN Expenses as provided for in paragraph 5(h) of this Agreement, but the Agents shall be entitled to no other amounts whatsoever except as may be due under any indemnity or contribution obligation for provided herein, at law or otherwise. (e) Except as otherwise provided above, before any termination by the Placement Agent Agents under Section 10(a) or by the Company under Section 10(b) shall become effective, the terminating party shall give ten (10) day prior written notice to the other party of its intention to terminate the Offering (the "Termination Notice"). The Termination Notice shall specify the grounds for the proposed termination. If the specified grounds for termination, or their resulting adverse effect on the transactions contemplated hereby, are curable, then the other party shall have five (5) days from the Termination Notice within which to remove such grounds or to eliminate all of their material adverse effects on the transactions contemplated hereby; otherwise, the Offering shall terminate. (e) (f) Upon any termination pursuant to this Section 10, the Placement Agent Agents and the Company will instruct the Escrow Agent to cause all monies received with respect to the subscriptions for Securities not accepted by the Company to be promptly returned to such subscribers without interest, penalty or deduction. View More
Found in Marker Therapeutics, Inc. contract
Termination. (a) The Offering may be terminated by the Placement Agent Agents at any time prior to the expiration of the Offering Period in the event that: (i) any of the representations, warranties or covenants of the Company contained herein or in the Subscription Documents shall prove to have been false or misleading in any material respect when actually made; (ii) the Company shall have failed to perform any of its material obligations hereunder or under any other Company Transaction Document or any othe...r transaction document; (iii) there shall occur any event, within the control of the Company that is reasonably likely to materially and adversely affect the transactions contemplated hereunder or the ability of the Company to perform hereunder; or (iv) the Placement Agent determines Agents determine that it is reasonably likely that any of the conditions to Closing to be fulfilled by the Company set forth herein will not, or cannot, be satisfied. (b) This Offering may be terminated by the Company at any time prior to the Termination Date in the event that (i) the Placement Agent Agents shall have failed to perform any of its material obligations hereunder or (ii) on account of the Placement Agent's Agents' fraud, illegal or willful misconduct or gross negligence. In the event of any termination by the Company, the Placement Agent Agents shall be entitled to receive, on the Termination Date, all unpaid Broker Fees respective compensation as set forth in Sections 3(a) and 3(b) herein earned or accrued through the Termination Date and reimbursement of all expenses as provided for in this Agreement, but shall be entitled to no other amounts whatsoever except as may be due under any indemnity or contribution obligation for provided herein, at law or otherwise. On such Termination Date, the Company shall pay all such unpaid costs and expenses incurred by the Placement Agent Katalyst's counsel fees in connection with the Offering, Placement Agent counsel fee as provided above and all unpaid Blue Sky Fees and other expenses set forth in Section 5(i) hereof. for herein. Placement Agency Agreement (PIPE)Page 20 21 (c) This Offering may be terminated upon mutual agreement of the Company and the Placement Agent Agents at any time prior to the expiration of the Offering Period. (d) This Offering and this Agreement may be terminated by the Company at any time after December 23, 2016, in the event that the Company has not formally accepted subscriptions for at least the Minimum Amount by such date. In the event of any termination by the Company under this clause (d), Katalyst shall be entitled to receive, on the Termination Date, payment of the Katalyst Legal Fee and reimbursement of the Katalyst Expenses as provided for in paragraph 5(h) of this Agreement, but the Placement Agents shall be entitled to no other amounts whatsoever except as may be due under any indemnity or contribution obligation for provided herein, at law or otherwise. (e) Except as otherwise provided above, before any termination by the Placement Agent Agents under Section 10(a) or by the Company under Section 10(b) shall become effective, the terminating party shall give ten (10) day prior written notice to the other party of its intention to terminate the Offering (the "Termination Notice"). The Termination Notice shall specify the grounds for the proposed termination. If the specified grounds for termination, or their resulting adverse effect on the transactions contemplated hereby, are curable, then the other party shall have five (5) days from the Termination Notice within which to remove such grounds or to eliminate all of their material adverse effects on the transactions contemplated hereby; otherwise, the Offering shall terminate. (e) (f) Upon any termination pursuant to this Section 10, the Placement Agent Agents and the Company will instruct the Escrow Agent to cause all monies received with respect to the subscriptions for Securities not accepted by the Company to be promptly returned to such subscribers without interest, penalty or deduction. View More
Found in Neurotrope, Inc. contract
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Termination. This Agreement and the liens and security interests granted hereunder shall terminate and Pledgee, at the Pledgor's sole cost and expense, shall return any Pledged Interests or other Pledged Collateral then held by Pledgee in accordance with the provisions of this Agreement to Pledgor upon the full and complete performance and indefeasible satisfaction of all of the Notes (including, without limitation, the indefeasible payment in full in cash of all obligations under such Notes) and (ii) with r...espect to which claims have been asserted by Pledgee and/or Purchasers. 8 12. Possession of Collateral. Beyond the exercise of reasonable care to assure the safe custody of the Pledged Interests in the physical possession of Pledgee pursuant hereto, neither Pledgee, nor any nominee of Pledgee, shall have any duty or liability to collect any sums due in respect thereof or to protect, preserve or exercise any rights pertaining thereto (including any duty to ascertain or take action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to the Pledged Collateral and any duty to take any necessary steps to preserve rights against any parties with respect to the Pledged Collateral), and shall be relieved of all responsibility for the Pledged Collateral upon surrendering them to the Pledgor. The Pledgor assumes the responsibility for being and keeping itself informed of the financial condition of a Pledge Entity and of all other circumstances bearing upon the risk of non-payment of the Obligations, and Pledgee shall have no duty to advise the Pledgor of information known to Pledgee regarding such condition or any such circumstance. Pledgee shall have no duty to inquire into the powers of a Pledge Entity or its officers, directors, managers, members, partners or agents thereof acting or purporting to act on its behalf. View More
Found in OncBioMune Pharmaceuticals, Inc contract
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Termination. This Agreement and the liens Liens and security interests granted hereunder shall automatically terminate upon the Payment in Full of the Obligations and the Pledgee, at the Pledgor's Pledgors' sole cost and expense, shall promptly following such termination return any Pledged Interests or other Pledged Collateral then held by the Pledgee in accordance with the provisions of this Agreement to Pledgor upon the full and complete performance and indefeasible satisfaction of all of the Notes (includ...ing, without limitation, the indefeasible payment in full in cash of all obligations under such Notes) and (ii) with respect to which claims have been asserted by Pledgee and/or Purchasers. 8 12. Possession of Collateral. Beyond the exercise of reasonable care to assure the safe custody of the Pledged Interests in the physical possession of Pledgee pursuant hereto, neither Pledgee, nor any nominee of Pledgee, shall have any duty or liability to collect any sums due in respect thereof or to protect, preserve or exercise any rights pertaining thereto (including any duty to ascertain or take action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to the Pledged Collateral and any duty to take any necessary steps to preserve rights against any parties with respect to the Pledged Collateral), and shall be relieved of all responsibility for the Pledged Collateral upon surrendering them to the appropriate Pledgor. The Pledgor assumes the responsibility for being and keeping itself informed of the financial condition of a Pledge Entity and of all other circumstances bearing upon the risk of non-payment of the Obligations, and Pledgee shall have no duty to advise the Pledgor of information known to Pledgee regarding such condition or any such circumstance. Pledgee shall have no duty to inquire into the powers of a Pledge Entity or its officers, directors, managers, members, partners or agents thereof acting or purporting to act on its behalf. View More
Found in Workhorse Group Inc. contract
Termination. This Agreement and the liens Liens and security interests granted hereunder shall terminate and Pledgee, the Collateral Agent, at the Pledgor's sole reasonable cost and reasonable expense, shall immediately return any Pledged Interests or other Pledged Collateral then held by Pledgee the Collateral Agent in accordance with the provisions of this Agreement to the Pledgor upon the full and complete performance and indefeasible satisfaction of all of the Notes Obligations (including, without limita...tion, the indefeasible payment in full in cash of all obligations under such Notes) Obligations) (i) in respect of the Transaction Documents, and (ii) with respect to which claims have been asserted by Pledgee the Collateral Agent and/or Purchasers. any other Purchaser. 8 12. Possession of Collateral. Beyond the exercise of reasonable care to assure the safe custody of the Pledged Interests in the physical possession of Pledgee the Collateral Agent pursuant hereto, neither Pledgee, the Collateral Agent, nor any nominee of Pledgee, the Collateral Agent, shall have any duty or liability to collect any sums due in respect thereof or to protect, preserve or exercise any rights pertaining thereto (including any duty to ascertain or take action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to the Pledged Collateral and any duty to take any necessary steps to preserve rights against any parties with respect to the Pledged Collateral), and shall be relieved of all responsibility for the Pledged Collateral upon surrendering them to the Pledgor. The Pledgor assumes the responsibility for being and keeping itself informed of the financial condition of a Pledge Entity and of all other circumstances bearing upon the risk of non-payment of the Obligations, and Pledgee the Collateral Agent shall have no duty to advise the Pledgor of information known to Pledgee the Collateral Agent regarding such condition or any such circumstance. Pledgee The Collateral Agent shall have no duty to inquire into the powers of a Pledge Entity or its officers, directors, managers, members, partners or agents thereof acting or purporting to act on its behalf. View More
Found in AMERICAN INTERNATIONAL HOLDINGS CORP. contract
Termination. This Agreement and the liens Pledge, Security Interest and security interests Charge granted hereunder shall terminate and Pledgee, at the Pledgor's Pledgors' sole joint and several cost and expense, shall return any Pledged Interests Shares or other Pledged Collateral then held by Pledgee in accordance with the provisions of this Agreement to Pledgor Pledgors upon the termination of the Note and the full and complete performance and indefeasible satisfaction of all of the Notes Obligations (i) ...in respect of the Note (including, without limitation, the indefeasible payment in full in cash of all obligations under such Notes) Obligations) and (ii) with respect to which claims have been asserted by Pledgee and/or Purchasers. 8 12. Pledgee. -7- 15. Possession of Collateral. Pledged Shares. Beyond the exercise of reasonable care to assure the safe custody of the Pledged Interests Shares in the physical possession of Pledgee pursuant hereto, neither Pledgee, nor any nominee of Pledgee, shall have any duty or liability to collect any sums due in respect thereof or to protect, preserve or exercise any rights pertaining thereto (including any duty to ascertain or take action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to the Pledged Collateral Shares and any duty to take any necessary steps to preserve rights against any parties with respect to the Pledged Collateral), Shares), and shall be relieved of all responsibility for the Pledged Collateral Shares upon surrendering them to the any Pledgor. The Each Pledgor assumes the responsibility for being and keeping itself informed of the financial condition of a Pledge Entity the Borrower and of all other circumstances bearing upon the risk of non-payment of the Obligations, and Pledgee shall have no duty to advise the any Pledgor of information known to Pledgee regarding such condition or any such circumstance. Pledgee shall have no duty to inquire into the powers of a Pledge Entity the Borrower or its officers, directors, managers, members, partners or agents thereof acting or purporting to act on its behalf. View More
Found in Cosmos Holdings Inc. contract
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Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, if, at or after the Applicable Time: (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Representative will in the immediate future materially disrupt, the market for the Master Issuer's securities or securities in general; or (ii) trading on the NYSE or Nasdaq shall have been suspended or been made subject to material limitations..., or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or Nasdaq or by order of the Commission or any other governmental authority having jurisdiction; or (iii) a banking moratorium has been declared by any state or federal authority or any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (iv) (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (A) or (B), in the judgment of the Representative, makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Offered Notes, on the terms and in the manner contemplated by the Final Offering Memorandum; or (v) any of the events described in Sections 7(r) or 7(x) shall have occurred or the Initial Purchasers shall decline to purchase the Offered Notes for any reason permitted under this Agreement. Any notice of termination pursuant to this Section 10 shall be in writing. View More
Found in Planet Fitness, Inc. contract
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Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, if, at or after the Applicable Time: (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Representative will in the immediate future materially disrupt, the market for the Master Issuer's securities or securities in general; or (ii) trading on the NYSE or Nasdaq shall have been suspended or been made subject to material limitations..., or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or Nasdaq or by order of the Commission or any other governmental authority having jurisdiction; or (iii) a banking moratorium has been declared by any state or federal authority or any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (iv) (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (A) or (B), in the judgment of the Representative, makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Offered Notes, on the terms and in the manner contemplated by the Final Offering Memorandum; or (v) any of the events described in Sections 7(r) or 7(x) shall have occurred or any other condition described in Section 7 shall fail to have been satisfied or the Initial Purchasers shall decline to purchase the Offered Notes for any reason permitted under this Agreement. Any notice of termination pursuant to this Section 10 shall be in writing. 41 11. Non-Assignability. None of the Jack in the Box Parties may assign its rights and obligations under this Agreement. No Initial Purchaser may assign its respective rights and obligations under this Agreement, except that an Initial Purchaser shall have the right to substitute any one of its affiliates as the purchaser of the Offered Notes that it has agreed to purchase hereunder ("Substituting Initial Purchaser"), by a written notice to the Master Issuer, which notice shall be signed by both the Substituting Initial Purchaser and such affiliate, shall contain such affiliate's agreement to be bound by this Agreement and shall contain a confirmation by such affiliate of the accuracy with respect to it of the representations set forth in Section 3. Upon receipt of such notice, wherever the word "Initial Purchaser" is used in this Agreement (other than in this Section 11), such word shall be deemed to refer to such affiliate in lieu of the Substituting Initial Purchaser. View More
Found in Jack in the Box Inc. contract
Termination. The Representative Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date, if, at or after the Applicable Time: (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Representative Representatives will in the immediate future materially disrupt, the market for the Master Issuer's securities or securities in general; or (ii) trading on the NYSE or Nasdaq NASDAQ shall have been suspended or be...en made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or Nasdaq NASDAQ or by order of the Commission or any other governmental authority having jurisdiction; or (iii) a banking moratorium has been declared by any state or federal authority or any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (iv) (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or escalation of calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (A) or (B), in the judgment of the Representative, Representatives, makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Offered Notes, on the terms and in the manner contemplated by the Final Offering Memorandum; or (v) any of the events described in Sections 7(r) 7(t) or 7(x) shall have occurred or the Initial Purchasers shall decline to purchase the Offered Notes for any reason permitted under this Agreement. Any notice of termination pursuant to this Section 10 11 shall be in writing. 40 12. Non-Assignability. None of the Wendy's Parties may assign its rights and obligations under this Agreement. The Initial Purchasers may not assign their respective rights and obligations under this Agreement, except that each Initial Purchaser shall have the right to substitute any one of its affiliates as the purchaser of the Offered Notes that it has agreed to purchase hereunder ("Substituting Initial Purchaser"), by a written notice to the Master Issuer and subject to the consent of the Master Issuer (such consent not to be unreasonably withheld), which notice shall be signed by both the Substituting Initial Purchaser and such affiliate, shall contain such affiliate's agreement to be bound by this Agreement and shall contain a confirmation by such affiliate of the accuracy with respect to it of the representations set forth in Section 3. Upon receipt of such notice, wherever the word "Initial Purchaser" is used in this Agreement (other than in this Section 12), such word shall be deemed to refer to such affiliate in lieu of the Substituting Initial Purchaser. View More
Found in Wendy's Company contract
Termination. The Representative Initial Purchaser shall have the right to terminate this Agreement at any time prior to the Closing Date, if, at or after the Applicable Time: (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Representative Initial Purchaser will in the immediate future materially disrupt, the market for the Master Issuer's Co-Issuers' securities or securities in general; or (ii) trading on the NYSE or Nasdaq NASDAQ shall have been... suspended or been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or Nasdaq NASDAQ or by order of the Commission or any other governmental authority having jurisdiction; or (iii) a banking moratorium has been declared by any state or federal authority or any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (iv) (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (A) or (B), in the judgment of the Representative, Initial Purchaser, makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Offered Notes, on the terms and in the manner contemplated by the Final Offering Memorandum; or (v) any of the events described conditions set forth in Sections 7(r) 7(q), 7(s) or 7(x) shall 7(y) have occurred not been satisfied or the Initial Purchasers Purchaser shall decline to purchase the Offered Notes for any reason permitted under this Agreement. Any notice of termination pursuant to this Section 10 shall be in writing. 39 11. Non-Assignability. None of the Sonic Parties may assign its rights and obligations under this Agreement. The Initial Purchaser may not assign its rights and obligations under this Agreement, except that the Initial Purchaser shall have the right to substitute any one of its affiliates as the purchaser of the Offered Notes that it has agreed to purchase hereunder ("Substituting Initial Purchaser"), by a written notice to the Co-Issuers, which notice shall be signed by both the Substituting Initial Purchaser and such affiliate, shall contain such affiliate's agreement to be bound by this Agreement and shall contain a confirmation by such affiliate of the accuracy with respect to it of the representations set forth in Section 3. Upon receipt of such notice, wherever the word "Initial Purchaser" is used in this Agreement (other than in this Section 11), such word shall be deemed to refer to such affiliate in lieu of the Substituting Initial Purchaser. View More
Found in Sonic Corp. contract
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Termination. Except as described in Section 2, if the Grantee's employment or services are terminated for any reason, the Grantee's right to the Common Stock subject to this Award Agreement and still subject to a Restriction Period automatically shall terminate and be forfeited by the Grantee. The Committee retains the right to accelerate or waive restrictions on Common Stock covered by this Award Agreement.
Found in PERCEPTRON INC contract
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Termination. Except as described in Section 2, if the Grantee's employment or services are terminated for any reason, the Grantee's right to the Common Restricted Stock Units subject to this Award Agreement and still subject to a Restriction Period automatically shall terminate and be forfeited by the Grantee. The Committee retains the right to accelerate or waive restrictions on Common the Restricted Stock Units covered by this Award Agreement.
Found in PERCEPTRON INC contract
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Termination. This Agreement may be terminated at any time prior to the Closing Date contemplated hereby by: (a) mutual agreement of Pubco and Priveco; (b) Pubco, if there has been a material breach by Priveco or any of the Selling Shareholders of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Priveco or the Selling Shareholders that is not cured, to the reasonable satisfaction of Pubco, within ten business days after notice of such breach is given by P...ubco (except that no cure period will be provided for a breach by Priveco or the Selling Shareholders that by its nature cannot be cured); (c) Priveco, if there has been a material breach by Pubco of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Pubco that is not cured by the breaching party, to the reasonable satisfaction of Priveco, within ten business days after notice of such breach is given by Priveco (except that no cure period will be provided for a breach by Pubco that by its nature cannot be cured); (d) Pubco or Priveco, if the Transaction is not closed by May 31, 2015, unless the parties hereto agree to extend such date in writing; or (e) Pubco or Priveco if any permanent injunction or other order of a governmental entity of competent authority preventing the consummation of the Transaction contemplated by this Agreement has become final and non-appealable. 8.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement will be of no further force or effect, provided, however, that no termination of this Agreement will relieve any party of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations. View More
Found in New York Sub Co contract
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Termination. This Agreement may be terminated at any time prior to the Closing Date contemplated hereby exercise of the First Option or the First Put Right by: (a) the mutual agreement of Pubco and Priveco; (b) Pubco, if there has been a material breach by Priveco or any of the Selling Shareholders Shareholder of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Priveco or the Selling Shareholders Shareholder that is not cured, to the reasonable satisfact...ion of Pubco, within ten 10 business days after notice of such breach is given by Pubco (except that no cure period will shall be provided for a breach by Priveco or the Selling Shareholders Shareholder that by its nature cannot be cured); or (c) Priveco, if there has been a material breach by Pubco of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Pubco that is not cured by the breaching party, to the reasonable satisfaction of Priveco, within ten business days after notice of such breach is given by Priveco (except that no cure period will be provided for a breach by Pubco that by its nature cannot be cured); (d) Pubco or Priveco, if the Transaction is not closed by May 31, 2015, unless the parties hereto agree to extend such date in writing; or (e) Pubco or Priveco if any permanent injunction or other order of a governmental entity of competent authority Governmental Authority preventing the consummation of the Transaction transactions contemplated by this Agreement hereby has become final and non-appealable. 8.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement will shall be of no further force or effect, provided, however, that no termination of this Agreement will shall relieve any party of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations. View More
Found in NOTOX TECHNOLOGIES CORP. contract
Termination. This Agreement may be terminated at any time prior to the Closing Date contemplated hereby by: (a) mutual agreement of Pubco and Priveco; the Purchaser; (b) Pubco, if there has been a material breach by Priveco the Purchaser or any of the Selling Shareholders Purchaser of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Priveco the Purchaser or the Selling Shareholders Purchaser that is not cured, to the reasonable satisfaction of Pubco, wit...hin ten business days after notice of such breach is given by Pubco (except that no cure period will be provided for a breach by Priveco the Purchaser or the Selling Shareholders Purchaser that by its nature cannot be cured); (c) Priveco, the Purchaser, if there has been a material breach by Pubco of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Pubco that is not cured by the breaching party, to the reasonable satisfaction of Priveco, the Purchaser, within ten business days after notice of such breach is given by Priveco the Purchaser (except that no cure period will be provided for a breach by Pubco that by its nature cannot be cured); (d) Pubco or Priveco, the Purchaser, if the Transaction is not closed by May December 31, 2015, 2016, unless the parties hereto agree to extend such date in writing; or (e) Pubco or Priveco the Purchaser if any permanent injunction or other order of a governmental entity of competent authority preventing the consummation of the Transaction contemplated by this Agreement has become final and non-appealable. 8.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement will be of no further force or effect, provided, however, that no termination of this Agreement will relieve any party of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations. View More
Found in Wolverine Technologies Corp. contract
Termination. This Agreement may be terminated at any time prior to the Closing Date contemplated hereby by: (a) mutual agreement of Pubco and Priveco; the parties; (b) Pubco, if there has been a material breach by Priveco or any of the Selling Shareholders Purchasers of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Priveco or the Selling Shareholders that Purchasersthat is not cured, to the reasonable satisfaction of Pubco, within ten business days af...ter notice of such breach is given by Pubco (except that no cure period will be provided for a breach by Priveco or the Selling Shareholders Purchasers that by its nature cannot be cured); (c) Priveco, The Purchasers, if there has been a material breach by Pubco or Subco of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Pubco or Subco that is not cured by the breaching party, to the reasonable satisfaction of Priveco, the Purchasers, within ten business days after notice of such breach is given by Priveco the Purchasers (except that no cure period will be provided for a breach by Pubco or Subco that by its nature cannot be cured); (d) Pubco Pubco, Subco, or Priveco, if the Transaction is not closed by May 31, 2015, unless the parties hereto agree to extend such date in writing; or (e) Pubco or Priveco Purchasers, if any permanent injunction or other order of a governmental entity of competent authority preventing the consummation of the Transaction contemplated by this Agreement has become final and non-appealable. 8.2 7.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 8.1, 7.1, this Agreement will be of no further force or effect, provided, however, that no termination of this Agreement will relieve any party of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations. View More
Found in Wellness Matrix Group, Inc. contract
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Termination. 10.1 Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) by either Buyer or Seller if a material breach of this Agreement has been committed by the other party and such breach has not been (i) remedied within ten business days following receipt of written notice from the other party specifying such breach and demanding that it be remedied or (ii) waived; (b) (i) by Buyer if any of the conditions in Section 7 have not been satisfied as of the Clo...sing Date or if satisfaction of such condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 8 has not been satisfied as of the Closing Date or if satisfaction of such condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date; (c) by mutual consent of Buyer and Seller; or 15 (d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before December 31, 2014. 10.2 Effect of Termination. Each party's right of termination under Section 10.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 10.1, all further obligations of the parties under this Agreement will terminate, except that the obligations in Sections 12.1 will survive; provided, however, that if this Agreement is terminated by a party because of the breach of this Agreement by the other party or because one or more of the conditions to the terminating party's obligations under this Agreement is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired. View More
Found in Investview, Inc. contract
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Termination. 10.1 Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) by either the Buyer or the Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been (i) remedied within ten business days following receipt of written notice from the other party specifying such breach and demanding that it be remedied or (ii) waived; (b) (i) by the Buyer if any of the conditions in Sect...ion 7 have not been satisfied as of the Closing Date or if satisfaction of such condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and the Buyer has not waived such condition on or before the Closing Date; or 23 (ii) by the Seller, if any of the conditions in Section 9 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Seller to comply with their obligations under this Agreement) and the Seller has not waived such condition on or before the Closing Date; (c) by mutual consent of the Buyer and the Seller; or 15 (d) either by either the Buyer or by the Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before December 31, 2014. January 1, 2021 or such later date as the parties may agree upon. 10.2 Effect of Termination. Each party's right of termination under Section 10.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 10.1, all further obligations of the parties under this Agreement will terminate, except that the obligations in Sections 12.1 and 12.3 will survive; provided, however, that if this Agreement is terminated by a party because of the breach Breach of this the Agreement by the other party or because one or more of the conditions to the terminating party's obligations under this Agreement is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired. View More
Found in NF Energy Saving Corp contract
Termination. 10.1 9.1 Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party Party and such breach Breach has not been (i) remedied within ten business days following receipt of written notice from the other party specifying such breach and demanding that it be remedied or (ii) waived; (b) (i) by Buyer if any of the conditions i...n Section 7 have has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) (i) by Seller, Sellers, if any of the conditions in Section 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers has not waived such condition on or before the Closing Date; (c) by mutual consent of Buyer and Seller; Sellers; or 15 (d) either by either Buyer or Seller by Sellers if the Closing has not occurred (other than through the failure of any party Party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before December August 31, 2014. 10.2 2022, or such later date as the parties may agree upon. 9.2 Effect of Termination. Each party's right of termination under Section 10.1 9.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 10.1, 9.1, all further obligations of the parties under this Agreement will terminate, except that the obligations in Sections 12.1 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party Party because of the breach Breach of this the Agreement by the other party Party or because one or more of the conditions to the terminating party's Party's obligations under this Agreement is not satisfied as a result of the other party's Party's failure to comply with its obligations under this Agreement, the terminating party's Party's right to pursue all legal remedies will survive such termination unimpaired. View More
Found in Fast Track Solutions, Inc. contract
Termination. 10.1 8.1 Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) by either Buyer or Seller the Company if a material breach of any provision of this Agreement has been committed by the other party and Party and, if such breach is subject to being cured, such breach (i) has not been (i) remedied cured within ten business fifteen (15) days following of the breaching Party's receipt of written notice of such breach from the other party specifying such ...breach and demanding that it be remedied non-breaching Party or (ii) waived; has not been waived by the non-breaching Party; (b) (i) by Buyer if any of the conditions condition in Section 7 have Article 6 has not been satisfied as of the Closing Termination Date or if satisfaction of any such condition is or becomes unlikely or impossible (other than through as a result of the failure of Buyer or Merger Sub to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, the Company if any of the conditions condition in Section 8 Article 7 has not been satisfied as of the Closing Termination Date or if satisfaction of any such condition is or becomes unlikely or impossible (other than through as a result of the failure of Seller the Company or the Shareholders' Representative to comply with their its obligations under this Agreement) and Seller the Company has not waived such condition on or before the Closing Date; (c) by mutual written consent of Buyer and Seller; the Company; or 15 (d) by either Buyer or Seller the Company if the Closing has not occurred (other than through as a result of the failure of any party the Party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before December August 31, 2014. 10.2 2018 (the "Termination Date"). 8.2 Effect of Termination. Each party's right Buyer's and the Company's respective rights of termination under Section 10.1 is 8.1 are in addition to any other rights it they may have under this Agreement or otherwise, and the exercise of a right of termination will shall not be an election of remedies. If this Agreement is terminated pursuant to Section 10.1, 8.1, all further obligations of the parties Parties under this Agreement will shall terminate, except that the obligations in Sections 12.1 will survive; provided, however, that if this Agreement is terminated by a party because of the Article 8, Article 11, and Article 12 shall survive and nothing herein shall relieve any Party hereto from liability for any intentional breach of this Agreement by the other party or because one or more of the conditions to the terminating party's obligations under this Agreement is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired. any provision hereof. View More
Found in ExlService Holdings, Inc. contract
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Termination. 6.1 Bases for Termination. (1) Executive's employment may be terminated by the Company "with cause," effective upon delivery of 5 business days of written notice to Executive if any of the following shall occur: (a)any action by Executive which would constitute a willful breach of duty or habitual neglect of duty; (b)any material breach of Executive's obligations as described herein; or (c)any material acts or events which inhibit Executive from fully performing his or her responsibilities to th...e Company in good faith, such as (i) a felony criminal conviction; (ii) any other criminal conviction involving Executive's lack of honesty or moral turpitude; (iii) drug or alcohol abuse; or (iv) acts of dishonesty, gross carelessness or gross misconduct. (2) This Agreement shall automatically terminate on the last day of the month in which Executive dies or becomes permanently incapacitated. "Permanent incapacity" as used herein shall mean mental or physical incapacity, or both, reasonably determined by the Company's Board of Directors based upon a certification of such incapacity by, in the discretion of the Company's Board of Directors, either Executive's regularly attending physician or a duly licensed physician selected by the Company's Board of Directors, rendering Executive unable to perform substantially all of his or her duties hereunder and which appears reasonably certain to continue for at least six consecutive months without substantial improvement. Executive shall be deemed to have "become permanently incapacitated" on the date the Company's Board of Directors has determined that Executive is permanently incapacitated and so notifies Executive. 3 (3) Notwithstanding any other provisions of this Agreement, Executive shall have the right to terminate the employment relationship under this Agreement at any time prior to the expiration of the Term of employment for any of the following reasons: (i)a breach by Company of any provision of this Agreement which remains uncorrected for thirty (30) days following written notice of such breach by Executive to Company; or (ii)for any other reason whatsoever, in the sole discretion of Executive. The termination of Executive's employment by Executive under Section 7.1(3)(i), prior to the expiration of the Term shall constitute an "Involuntary Termination" as though Executive was terminated by the Company without cause. The termination of Executive's employment by Executive prior to the expiration of the Term shall constitute a "Voluntary Termination" if made pursuant to Section 6.1. (3)(ii) and shall be treated as the Company was forced to terminate Executive with cause. View More
Found in She Beverage Company, Inc. contract
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Termination. 6.1 Bases for Termination. (1) Executive's employment may be terminated by the Company "with cause," effective upon delivery of 5 business days of written notice to Executive if any of the following shall occur: (a)any action by Executive which would constitute a willful breach of duty or habitual neglect of duty; (b)any material breach of Executive's obligations as described herein; or (c)any material acts or events which inhibit Executive from fully performing his or her responsibilities to th...e Company in good faith, such as (i) a felony criminal conviction; (ii) any other criminal conviction involving Executive's lack of honesty or moral turpitude; (iii) drug or alcohol abuse; or (iv) acts of dishonesty, gross carelessness or gross misconduct. (2) This Agreement shall automatically terminate on the last day of the month in which Executive dies or becomes permanently incapacitated. "Permanent incapacity" as used herein shall mean mental or physical incapacity, or both, reasonably determined by the Company's Board of Directors based upon a certification of such incapacity by, in the discretion of the Company's Board of Directors, either Executive's regularly attending physician or a duly licensed physician selected by the Company's Board of Directors, rendering Executive unable to perform substantially all of his or her duties hereunder and which appears reasonably certain to continue for at least six consecutive months without substantial improvement. Executive shall be deemed to have "become permanently incapacitated" on the date the Company's Board of Directors has determined that Executive is permanently incapacitated and so notifies Executive. 3 (3) Notwithstanding any other provisions of this Agreement, Executive shall have the right to terminate the employment relationship relationshi p under this Agreement at any time prior to the expiration of the Term of employment for any of the following reasons: (i)a breach by Company of any provision of this Agreement which remains uncorrected for thirty (30) days following written notice of such breach by Executive to Company; or (ii)for any other reason whatsoever, in the sole discretion of Executive. The the termination of Executive's employment by Executive under Section 7.1(3)(i), prior to the expiration of the Term shall constitute an "Involuntary Termination" as though Executive was terminated by the Company without cause. The termination of Executive's employment by Executive prior to the expiration of the Term shall constitute a "Voluntary Termination" if made pursuant to Section 6.1. 6.l. (3)(ii) and shall be treated as the Company was forced to terminate Executive with cause. View More
Found in She Beverage Company, Inc. contract
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Termination. (a) Either party shall have the right to terminate this Agreement upon delivery to the other party of advance written notice of such termination at least thirty (30) calendar days prior to the effective date of such termination (the effective date of termination, the "Termination Date") at any time after the date of the second Annual Meeting following the date of this Agreement (the "Earliest Termination Date"); provided, however, that if the Company notifies the Investors and the Investor Repre...sentative prior to the Earliest Termination Date that the Board will re-nominate the Investor Representative at the Company's next Annual Meeting, then the Earliest Termination Date shall be automatically extended to the date of the next Annual Meeting that is not less than one (1) year following the date on which such notice is provided. Notwithstanding anything to the contrary in this Agreement: 9 (i) the obligations of the Investors pursuant to Sections 1, 2, 3, 4 and 5 shall terminate in the event that the Company materially breaches its obligations to the Investors pursuant to Sections 1, 4 or 5, or the representations and warranties in Section 10(b) and such breach (if capable of being cured) has not been cured within thirty (30) calendar days following written notice of such breach from the Investors, or, if impossible to cure within thirty (30) calendar days, the Company has not taken substantive action to correct within thirty (30) calendar days following written notice of such breach from the Investors; provided, however, that the obligations of the Investors pursuant to Section 5 shall terminate immediately in the event that the Company materially breaches its obligations to the Investors under Section 5; and (ii) the obligations of the Company to the Investors pursuant to Sections 1, 4 and 5 shall terminate in the event that (A) an Investor materially breaches its obligations in Sections 1, 2, 3, 4 or 5 or the representations and warranties in Section 10(a) or (B) the Investor Representative materially breaches its obligations under this Agreement or the Company's Charter, By-Laws or Company Policies that are applicable to all directors (all as in effect prior to the facts giving rise to the alleged material breach), and such breach (if capable of being cured) has not been cured within thirty (30) calendar days following written notice of such breach, or, if impossible to cure within thirty (30) calendar days, the Investors or the Investor Representative, as applicable, has not taken substantive action to correct within thirty (30) calendar days following written notice of such breach from the Company; provided, however, that the obligations of the Company to the Investors pursuant to Section 5 shall terminate immediately in the event that an Investor materially breaches its obligations under Section 5. (b) If this Agreement is terminated in accordance with this Section 11, this Agreement shall forthwith become null and void, but no termination shall relieve a party from liability for any breach of this Agreement prior to such termination. (c) The Investor Representative shall immediately offer his resignation as a director of the Board upon the earlier of the following: (i) the Termination Date, (ii) the sale of Common Stock by Investors resulting in Investors' net long aggregate ownership of the Common Stock falling below the Stock Ownership Minimum (determined in accordance with Section 1(e)), or (iii) upon the Investors' failure to cure a material breach of this Agreement pursuant to Section 11(a)(ii). For the avoidance of doubt, the Board may accept or reject any such resignation offer in its sole discretion. View More
Found in Daseke, Inc. contract
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Termination. (a) Either Subject to Section 1(e), either party shall have the right to terminate this Agreement upon delivery to the other party of advance written notice of such termination at least thirty (30) five (5) calendar days prior to the effective date of such termination (the effective date of termination, the "Termination Date") at any time after the date of the second Annual Meeting following the date of this Agreement (the "Earliest Termination Date"); provided, however, that if the Company noti...fies Termination Date may not be earlier than the Investors and the Investor Representative date that is thirty (30) calendar days prior to the Earliest notice deadline under the Bylaws for the nomination of director candidates for election to the Board at the 2021 Annual Meeting (the "Terminable Date"); provided, further, that the Termination Date that may not be in any time period between the notice deadline under the Bylaws for the nomination of director candidates for election to the Board will re-nominate the Investor Representative at the Company's next Annual Meeting, then the Earliest Termination Date shall be automatically extended with respect to the date of the next any Annual Meeting that is not less than one (1) year following and the date on which conclusion of such notice is provided. Annual Meeting. Notwithstanding anything to the contrary in this Agreement: 9 (i) the obligations of the Investors pursuant to Sections 1, 2, 3, 4 and 5 shall terminate in the event that the Company materially breaches its obligations to the Investors pursuant to Sections 1, 4 or 5, or the representations and warranties in Section 10(b) 9(b) and such breach (if capable of being cured) has not been cured within thirty (30) ten (10) calendar days following written notice of such breach from the Investors, or, if impossible to cure within thirty (30) ten (10) calendar days, the Company has not taken substantive action to correct within thirty (30) ten (10) calendar days following written notice of such breach from the Investors; provided, however, that any termination in respect of a breach of Section 4 shall require a determination of a court of competent jurisdiction that the Company materially breached Section 4; provided, further, that the obligations of the Investors pursuant to Section 5 shall terminate immediately in the event that the Company materially breaches its obligations to the Investors under Section 5; and 9 (ii) the obligations of the Company to the Investors pursuant to Sections 1, 4 and 5 shall terminate in the event that (A) an Investor materially breaches its obligations in Sections 1, 2, 3, 4 4, 5 or 5 7 or the representations and warranties in Section 10(a) 9(a) or (B) the an Investor Representative Designee materially breaches its obligations under this Agreement or the Company's Charter, By-Laws Bylaws or Company Policies that are applicable to all directors (all as in effect prior to the facts giving rise to the alleged material breach), directors, and such breach (if capable of being cured) has not been cured within thirty (30) ten (10) calendar days following written notice of such breach, or, if impossible to cure within thirty (30) ten (10) calendar days, the Investors or the such Investor Representative, Designee, as applicable, has not taken substantive action to correct within thirty (30) ten (10) calendar days following written notice of such breach from the Company; provided, however, that any termination in respect of a breach of Section 4 shall require a determination of a court of competent jurisdiction that an Investor materially breached Section 4; provided, further, that the obligations of the Company to the Investors pursuant to Section 5 shall terminate immediately in the event that an Investor materially breaches its obligations under Section 5. (b) If this Agreement is terminated in accordance with this Section 11, 10, this Agreement shall forthwith become null and void, but no termination shall relieve a party from liability for any breach of this Agreement prior to such termination. (c) The Investor Representative shall immediately offer his resignation as a director of the Board upon the earlier of the following: (i) the Termination Date, (ii) the sale of Common Stock by Investors resulting in Investors' net long aggregate ownership of the Common Stock falling below the Stock Ownership Minimum (determined in accordance with Section 1(e)), or (iii) upon the Investors' failure to cure a material breach of this Agreement pursuant to Section 11(a)(ii). For the avoidance of doubt, the Board may accept or reject any such resignation offer in its sole discretion. View More
Found in POTBELLY CORP contract
Termination. (a) Either party shall have the right to terminate this Agreement upon delivery to the other party of advance written notice of such termination at least thirty (30) calendar days prior to the effective date of such termination (the effective date of termination, the "Termination Date") at any time after the date of the second Annual Meeting following the date of this Agreement (the "Earliest Termination Date"); provided, however, that if the Company notifies the Investors and the Investor Repre...sentative prior to the Earliest Termination Date that the Board will re-nominate the Investor Representative at the Company's next Annual Meeting, then the Earliest Termination Date shall be automatically extended to the date of the next Annual Meeting that is not less than one (1) year following the date on which such notice is provided. Agreement. Notwithstanding anything to the contrary in this Agreement: 9 (i) the obligations of the Investors pursuant to Sections 1, 2, 3, 4 4, 5 and 5 6 shall terminate in the event that the Company materially breaches its obligations to the Investors pursuant to Sections 1, 4 2, 5 or 5, or the representations and warranties in Section 10(b) 6, and such breach (if capable of being cured) has not been cured within thirty (30) calendar days following written notice of such breach from the Investors, or, if impossible to cure within thirty (30) calendar days, the Company has not taken substantive action to correct within thirty (30) calendar days following written notice of such breach from the Investors; provided, however, that the obligations of the Investors pursuant to Section 5 6 shall terminate immediately in the event that the Company materially breaches its obligations to the Investors under Section 5; 6; and 3 (ii) the obligations of the Company to the Investors pursuant to Sections 1, 4 2, 5 and 5 6 shall terminate in the event that (A) an Investor materially breaches its obligations in Sections 1, 2, 3, 4 or 4, 5 or the representations and warranties in Section 10(a) 6 or (B) the Investor Representative Mr. Daseke materially breaches its his obligations under this Agreement or the Company's Charter, By-Laws or Company Policies that are applicable to all directors (all as in effect prior to the facts giving rise to the alleged material breach), and such breach (if capable of being cured) has not been cured within thirty (30) calendar days following written notice of such breach, or, if impossible to cure within thirty (30) calendar days, the Investors or the Investor Representative, Mr. Daseke, as applicable, has not taken substantive action to correct within thirty (30) calendar days following written notice of such breach from the Company; provided, however, that the obligations of the Company to the Investors pursuant to Section 5 6 shall terminate immediately in the event that an Investor materially breaches its obligations under Section 5. 6; provided, further, that the obligations of the Company to the Investors pursuant to Section 2(e) shall terminate immediately in the event that Mr. Daseke breaches any of his obligations under Section 2(e) (for the avoidance of doubt, such a breach shall not affect the obligations of the Investors under any other provision of this Agreement); provided, further, that the obligations of the Company to the Investors under this Agreement shall terminate immediately in the event that the Investors sell or otherwise transfer their shares of Common Stock in any transaction that would result in the Investors' net long aggregate ownership of the Common Stock falling below thirty percent (30%) of the Investors' net long aggregate ownership of the Common Stock as of the date of this Agreement (as adjusted for stock splits, combinations, reclassifications and other similar proportional adjustments) (the "Stock Ownership Minimum") without the prior written approval of the Board; provided, further, that the Investors shall consult with the Company, and the Company shall provide prompt commercially reasonable assistance, in each case in connection with any sale or other transfer by the Investors of their shares of Common Stock in any transaction that would not result in the Investors' net long aggregate ownership of the Common Stock falling below the Ownership Minimum. (b) If this Agreement is terminated in accordance with this Section 11, 7, this Agreement shall forthwith become null and void, but no termination shall relieve a party from liability for any breach of this Agreement prior to such termination. (c) The Investor Representative shall immediately offer his resignation as a director of the Board upon the earlier of the following: (i) the Termination Date, (ii) the sale of Common Stock by Investors resulting in Investors' net long aggregate ownership of the Common Stock falling below the Stock Ownership Minimum (determined in accordance with Section 1(e)), or (iii) upon the Investors' failure to cure a material breach of this Agreement pursuant to Section 11(a)(ii). For the avoidance of doubt, the Board may accept or reject any such resignation offer in its sole discretion. View More
Found in Daseke, Inc. contract
Termination. (a) Either party shall have the right Unless otherwise mutually agreed to terminate in writing by each party, this Agreement upon delivery shall remain in effect until the date that is the earlier of (i) thirty (30) days prior to the other nomination deadline under the Bylaws in effect as of the date of this Agreement for the nomination of director candidates for election to the Board at the 2024 annual meeting of stockholders and (ii) in the event that any party of advance materially breaches i...ts obligations or representations and warranties hereunder, the date that is ten (10) calendar days following written notice of such termination at least thirty (30) breach from the non-breaching party, if such breach (if capable of being cured) has not been cured by such date, or, if impossible to cure within ten (10) calendar days prior days, such party has not taken substantive action to the effective correct by such date of such termination (the effective date of termination, the "Termination Date") at any time after the date of the second Annual Meeting following the date of this Agreement (the "Earliest Termination Date"); provided, however, that if the Company notifies the Investors and the Investor Representative prior to the Earliest Termination Date that the Board will re-nominate the Investor Representative at the Company's next Annual Meeting, then the Earliest Termination Date shall be automatically extended to the date of the next Annual Meeting that is not less than one (1) year following the date on which such notice is provided. Date"). Notwithstanding anything to the contrary in this Agreement: 9 (i) the obligations of the Investors Investor Group pursuant to Sections 1, 2, 3, 4 4, 5 and 5 6(c) shall terminate in the event that the Company materially breaches its obligations to the Investors Investor Group or any Investor pursuant to Sections 1, 4 or 5, or the representations and warranties in Section 10(b) 8(c) of this Agreement and such breach (if capable of being cured) has not been cured within thirty (30) ten (10) calendar days following written notice of such breach from the Investors, Investor Group, or, if impossible to cure within thirty (30) ten (10) calendar days, the Company has not taken substantive action to correct within thirty (30) ten (10) calendar days following written notice of such breach from the Investors; Investor Group; provided, however, that the obligations of the Investors Investor Group pursuant to Section 5 shall terminate immediately in the event that the Company materially breaches its obligations to the Investors Investor Group under Section 5; and (ii) the obligations of the Company to the Investors Investor Group or any Investor pursuant to Sections 1, 4 and 5 shall terminate in the event that (A) an the Investor Group or any Investor materially breaches its obligations in Sections 1, 2, 3, 4 4, 5, 6(c) or 5 8 or the representations and warranties in Section 10(a) or (B) the Investor Representative materially breaches its obligations under this Agreement or the Company's Charter, By-Laws or Company Policies that are applicable to all directors (all as in effect prior to the facts giving rise to the alleged material breach), 8(a) and such breach (if capable of being cured) has not been cured within thirty (30) ten (10) calendar days following written notice of such breach, or, if impossible to cure within thirty (30) ten (10) calendar days, the Investors or the Investor Representative, as applicable, Group has not taken substantive action to correct within thirty (30) ten (10) calendar days following written notice of such breach from the Company; provided, however, that the obligations of the Company to the Investors Investor Group pursuant to Section 5 shall terminate immediately in the event that an the Investor Group materially breaches its obligations under Section 5. 7 (b) If this Agreement is terminated in accordance with this Section 11, 9, this Agreement shall forthwith become null and void, but no termination shall relieve a any party from liability for any breach of this Agreement prior to such termination. (c) The Investor Representative shall immediately offer his resignation as a director of the Board upon the earlier of the following: (i) the Termination Date, (ii) the sale of Common Stock by Investors resulting in Investors' net long aggregate ownership of the Common Stock falling below the Stock Ownership Minimum (determined in accordance with Section 1(e)), or (iii) upon the Investors' failure to cure a material breach Notwithstanding any termination of this Agreement pursuant to Agreement, the provisions of Section 11(a)(ii). For 11 shall survive the avoidance termination of doubt, the Board may accept or reject any such resignation offer in its sole discretion. this Agreement. View More
Found in Enhabit, Inc. contract
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Termination. (a) Termination by the Company. Subject to the obligations of the Company set forth in Section 8, the Company may terminate Executive's engagement at any time and for any reason (or no reason), and with or without Cause, and without prejudice to any other right or remedy to which the Company or Executive may be entitled at law or in equity or under this Agreement. Notwithstanding the foregoing, in the event the Company desires to terminate the Executive's engagement without Cause, the Company sh...all give the Executive not less than sixty (60) days advance written notice. Executive's engagement shall terminate automatically in the event of his death. (b) Termination by Executive. Executive may voluntarily terminate the Engagement Term upon sixty (60) days' prior written notice for any reason or no reason. Executive may terminate the engagement for Good Reason without notice. (c) Termination for Death or Disability. Subject to the obligations of the Company set forth in Section 8, Executive's engagement shall terminate automatically upon his death. Subject to the obligations of the Company set forth in Section 8, in the event Executive is unable to perform his duties as a result of Disability during the Engagement Term, the Company shall have the right to terminate the engagement of Executive by providing written notice of the effective date of such termination. View More
Found in ADiTx Therapeutics, Inc. contract
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Termination. (a) Termination by the Company. Subject to the obligations of the Company set forth in Section 8, 9, the Company may terminate Executive's engagement at any time and for any reason (or no reason), and with or without Cause, and without prejudice to any other right or remedy to which the Company or Executive may be entitled at law or in equity or under this Agreement. Notwithstanding the foregoing, after six (6) months from the Effective Date, in the event the Company desires to terminate the Exe...cutive's engagement without Cause, the Company shall give the Executive not less than sixty (60) days advance written notice. Executive's engagement shall terminate automatically in the event of his death. (b) Termination by Executive. The Executive may terminate the Engagement Term without prior notice (1) within the first six (6) months following the Effective date or (2) upon a showing of Good Cause as defined in Section 1(d). After six (6) months from the Effective Date, the Executive may voluntarily terminate the Engagement Term upon sixty (60) days' prior written notice for any reason or no reason. Executive may terminate the engagement for Good Reason without notice. (c) Termination for Death or Disability. Subject to the obligations of the Company set forth in Section 8, 9, Executive's engagement shall terminate automatically upon his death. Subject to the obligations of the Company set forth in Section 8, 9, in the event Executive is unable to perform his duties as a result of Disability during the Engagement Term, the Company shall 5 have the right to terminate the engagement of Executive by providing written notice of the effective date of such termination. View More
Found in ContraVir Pharmaceuticals, Inc. contract
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Termination. This Agreement may be terminated at any time prior to the Closing: (a)by the mutual written consent of the Company and Purchaser; (b)by Purchaser by written notice to the Company if: (i)none of Purchaser or Merger Sub is then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by the Company pursuant to this Agreement that would give rise to the failure of any of the condit...ions specified in Article 5 and such breach, inaccuracy or failure has not been cured by the Company within ten days of the Company's receipt of written notice of such breach from Purchaser; or (ii)any of the conditions set forth in Section 5.1 or Section 5.2 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by April 19, 2019, unless such failure shall be due to the failure of Purchaser to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; 49 (c)by the Company by written notice to Purchaser if: (i)the Company is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Purchaser or Merger Sub pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Article 5 and such breach, inaccuracy or failure has not been cured by Purchaser or Merger Sub within ten days of such party's receipt of written notice of such breach from the Company; or (ii)any of the conditions set forth in Section 5.1 or Section 5.3 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by April 19, 2019, unless such failure shall be due to the failure of the Company to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; or (d)by Purchaser or the Company if there shall be any law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or any Governmental Body shall have issued an Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable. 8.2Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except: (a)as set forth in this Article 8, Section 4.2(b) and Article 9 hereof; and (b)that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof. View More
Found in INSTRUCTURE INC contract
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Termination. 13.01Termination. This Agreement may be terminated at any time prior to the Closing: (a)by the mutual written consent of the Company and Purchaser; (b)by (a) by Purchaser by written notice to the Company Stockholder if: (i)none of (i) Purchaser or Merger Sub is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in in, or failure to perform any representation, warranty, covenant covenant, or agreement made by the Company any Seller pursuant to t...his Agreement that would give rise to the failure of any of the conditions specified in Article 5 Section 12.01 and such breach, inaccuracy inaccuracy, or failure has not been cured by the Company Sellers within ten days of the Company's Stockholder's receipt of written notice of such breach from Purchaser; Purchaser or (ii)any (ii) any of the conditions set forth in Section 5.1 or Section 5.2 12.01 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by April 19, December 31, 2019, unless such failure shall be due to the failure of Purchaser to perform or comply with any of the covenants, agreements agreements, or conditions hereof to be performed or complied with by it prior to the Closing; 49 (c)by the Company by written notice to Purchaser if: (i)the Company is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made (b) by Purchaser or Merger Sub pursuant to this Agreement in the event that would give rise to the failure of any of the conditions specified in Article 5 and such breach, inaccuracy or failure has not been cured by Purchaser or Merger Sub within ten days of such party's receipt of written notice of such breach from the Company; or (ii)any of the conditions set forth in Section 5.1 or Section 5.3 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by April 19, 2019, unless such failure shall be due to the failure of the Company to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; or (d)by Purchaser or the Company if (i) there shall be any law Law that makes consummation of the transactions contemplated by this Agreement Transactions illegal or otherwise prohibited or (ii) any Governmental Body shall Purchase AgreementPage 44 have issued an Governmental Order restraining or enjoining the transactions contemplated by this Agreement, Transactions and such Governmental Order shall have become final and non-appealable. 8.2Effect 13.02Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, Section 13.01 hereof, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto Party except: (a)as (a) as set forth in this Article 8, Section 4.2(b) 13 or in Section 14 hereof and Article 9 hereof; and (b)that (b) that nothing herein shall relieve any party hereto Party from liability for any willful breach of any provision hereof. hereof or fraud or intentional misrepresentation. View More
Found in LIVE VENTURES Inc contract
Termination. This Agreement may be terminated at any time prior to the Closing: (a)by the mutual written consent of the Company and Purchaser; (b)by Purchaser by written notice to the Company if: (i)none of Purchaser Purchaser, Merger Sub I or Merger Sub II is then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by the Company pursuant to this Agreement that would give rise to the f...ailure of any of the conditions specified in Article 5 and such breach, inaccuracy or failure has not been cured by the Company within ten days of the Company's receipt of written notice of such breach from Purchaser; or (ii)any of the conditions set forth in Section 5.1 or Section 5.2 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by April 19, March 1, 2019, unless such failure shall be due to the failure of Purchaser to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; 49 53 (c)by the Company by written notice to Purchaser if: (i)the Company is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Purchaser Purchaser, Merger Sub I or Merger Sub II pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Article 5 and such breach, inaccuracy or failure has not been cured by Purchaser Purchaser, Merger Sub I or Merger Sub II within ten days of such party's receipt of written notice of such breach from the Company; or (ii)any of the conditions set forth in Section 5.1 or Section 5.3 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by April 19, March 1, 2019, unless such failure shall be due to the failure of the Company to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; or (d)by Purchaser or the Company if there shall be any law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or any Governmental Body shall have issued an Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable. 8.2Effect of Termination. Termination . In the event of the termination of this Agreement in accordance with this Article, Article 8, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except: (a)as set forth in this Article 8, Section 4.2(b) and Article 9 hereof; and (b)that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof. View More
Found in INSTRUCTURE INC contract
Termination. This Agreement may be terminated at any time prior to the Closing: (a)by Closing:(a) by the mutual written consent of the Company and Purchaser; (b)by Purchaser;(b) by Purchaser by written notice to the Company if: (i)none if:(i) none of Purchaser Purchaser, Merger Sub I or Merger Sub II is then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by the Company pursuant to ...this Agreement that would give rise to the failure of any of the conditions specified in Article 5 and such breach, inaccuracy or failure has not been cured by the Company within ten days of the Company's receipt of written notice of such breach from Purchaser; or (ii)any or(ii) any of the conditions set forth in Section 5.1 or Section 5.2 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by April 19, 2019, May 30, 2020, unless such failure shall be due to the failure of Purchaser to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; 49 (c)by Closing;(c) by the Company by written notice to Purchaser if: (i)the if:(i) the Company is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Purchaser Purchaser, Merger Sub I or Merger Sub II pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Article 5 and such breach, inaccuracy or failure has not been cured by Purchaser Purchaser, Merger Sub I or Merger Sub II within ten days of such party's receipt of written notice of such breach from the Company; or (ii)any or(ii) any of the conditions set forth in Section 5.1 or Section 5.3 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by April 19, 2019, May 30, 2020, unless such failure shall be due to the failure of the Company to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; or (d)by or(d) by Purchaser or the Company if there shall be any law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or any Governmental Body shall have issued an Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable. 8.2Effect 8.2 Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, Article 8, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except: (a)as except:(a) as set forth in this Article 8, Section 4.2(b) 8 and Article 9 Sections 4.2(b), 9.2, 9.3, 9.7(a), 9.7(b), 9.9, 9.12 and 9.16 hereof; and (b)that and(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof. View More
Found in INNOVATE BIOPHARMACEUTICALS, INC. contract
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