Termination Contract Clauses (53,593)

Termination. Either party may terminate this Agreement upon thirty (30) 30 days' prior written notice to the other party. Unless so terminated, this Agreement shall continue in effect until ninety (90) days following the Expiration Time. In the event of such early termination, Company will appoint a successor agent and inform Agent of the name and address of any successor agent so appointed, provided, that no failure by Company to appoint such a successor agent shall affect the termination of this Agreement... or the discharge of Agent as agent Conversion Agent hereunder. Upon any such termination, Agent shall be relieved and discharged of any further responsibilities with respect to its duties hereunder. Upon payment of all outstanding fees and expenses hereunder, Agent shall promptly forward to Company or its designee any Subscription Forms or other documents relating to the Subscription Offer that Agent may receive after its appointment has so terminated. View More

Termination. Graphite agrees to promptly notify Stanford at any time during the term of this Option Period when Graphite has determined not to exercise the Option. Graphite also agrees to provide Stanford, in reasonable detail, the basis for this determination. 8.2 11.2 Termination by Stanford. Stanford may terminate this Agreement upon thirty (30) days written notice to Company if Company is in material breach of its obligations, including but not limited to its payment obligations under Article 6 herein,... unless, before the end of the thirty (30) day period, Company has cured the breach or default to the reasonable satisfaction of Stanford and so notifies Stanford in writing, stating the manner of the cure. 11.3 Bankruptcy. This Option will automatically terminate without the obligation to provide thirty (30) days' notice as set forth in Article 15 upon the filing of a petition for relief under the United States Bankruptcy Code by or against the Graphite as a debtor or alleged debtor. PAGE 11 OF 18 11.4 No Residual Rights. Upon expiration or termination of this Option, or upon Graphite's decision not to enter into a License Agreement, whichever is earlier, Graphite will have no residual or other rights in Licensed Patents Optioned Patent or Optioned Technology. This prohibition includes, but is not limited to, use in press releases, advertising, marketing materials, other promotional materials, presentations, case studies, reports, websites, application or software interfaces, and other electronic media. Notwithstanding the foregoing, Graphite may include Stanford's name in factual statements in legal proceedings, patent applications, regulatory filings and, as applicable, in biographies of its officers, directors, employees and advisors. In addition, Graphite may make a short factual statement that identifies Stanford as the grantor of the rights granted under this Agreement to actual or potential investors or acquirers, as well as in the "About Graphite" or other similar section of the Graphite website. View More

Termination. (a) Notwithstanding anything herein to the contrary, this Agreement shall automatically terminate at any time at or prior to the Closing if a statute, rule, order, decree or regulation shall have been enacted or promulgated, or if any action shall have been taken by any governmental authority of competent jurisdiction that permanently restrains, permanently precludes, permanently enjoins or otherwise permanently prohibits the consummation of the transactions contemplated by this Agreement or... makes the transactions contemplated by this Agreement illegal. 20 12 (b) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time by any the Purchaser (with respect to the obligations of such Purchaser) or the Issuer, Corporation, upon written notice to the other party, if the Closing shall not have occurred on or before June 25, 2021 April 1, 2018 (the "Outside Date"); provided, however, that the right to terminate this Agreement under this Section 11 13(b) shall not be available to any party whose (i) breach of any provision of this Agreement, (ii) failure to comply with their obligations under this Agreement or (iii) actions not taken in good faith, shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Outside Date or the failure of a condition in Section 5 or Section 6 to be satisfied at such time. Date. (c) In the event of the termination of this Agreement as provided in this Section 11, 13, (i) this Agreement shall forthwith become null and void and (ii) there shall be no liability on the part of any party hereto, except as set forth in Section 10 of this Agreement and except with respect to the requirement to comply with any confidentiality agreement in favor of the Issuer; Corporation; provided that nothing herein shall relieve any party from any liability or obligation with respect to any willful breach of this Agreement. View More

Termination. In the event the S-1 is withdrawn by TPB for any reason, this Agreement shall automatically terminate and become null and void without any further action by the parties.

Termination. The Transition Period (and your employment) may be terminated at any time if (a) you resign for any reason resign, or (b) Yelp terminates your employment due to your (i) material breach of Yelp policy or procedure or other misconduct, (ii) material breach of any written agreement with Yelp, including, but not limited to, this Agreement, or (iii) failure to perform your job duties as assigned to you in a timely and satisfactory manner during the Transition Period (an "Early Termination"). Period. In the event of an Early Termination, you will receive no further compensation or benefits from Yelp other than as expressly provided herein or as required by applicable law. Nothing in this Agreement is intended to affect the at-will status of your employment with Yelp. Yelp Inc. ● 140 New Montgomery Street, San Francisco, California 94105 ● Telephone: 415.908.3801 ● Fax: 415.908.3833 7. Proprietary Information Obligations. You acknowledge and reaffirm your obligation to comply with the Confidentiality and Inventions Assignment Agreement you signed as a condition of your employment with Yelp. View More

Termination. 7.1. The Contract CFO can terminate this agreement by giving the Company thirty (30) days notice to the Company. The Company can terminate this agreement by giving the Contract CFO thirty (30) days notice. 7.2. The Company can terminate this agreement immediately, without penalties, by demonstrating willful misconduct, malfeasance, gross negligence or other like conduct adversely affecting the best interests of the Company, including, without limitation, (i) the failure or neglect by the... Contract CFO to perform his duties hereunder; (ii) the commission of any felony against the Company, including, without limitation, any fraud against the Company, any of its affiliates, clients or customers of the Company; (iii) failure to abide by Company's written policies including without limitation those pertaining to insider trading, harassment or workplace safety. Company. View More

Termination. Notwithstanding the provisions of Section 2, paragraph 2: the Company may terminate the term of this Agreement (a) (i) for any reason whatsoever upon thirty (30) days' prior written notice to Consultant, and (b) (ii) immediately upon written notice to Consultant, if Consultant engages in misconduct, or if any of the Services is performed or is being performed in an unsatisfactory manner, each of which shall be as determined by the Company in its sole discretion. In the event of any termination... of the term of this Agreement, the Company shall be responsible for any portion of the compensation owned to Consultant under paragraph 3 for any Services rendered prior to the effective date of such termination. Within five (5) days after any termination of the term of this Agreement, Consultant shall deliver to the Company all Work Product work product resulting from the performance of the Services. View More

Termination. In the event that any of the conditions to closing in Section 4.2(b) shall not have been satisfied in full and shall not have been expressly waived in writing by the Investor Investors on or prior to the second business day following the date of the execution of this Agreement by all parties, this Agreement shall terminate upon the delivery of written notice thereof by the Investor Investors to the Company provided that (i) any such termination of this Agreement shall not relieve any party... hereto of any liability in respect of any breach hereof arising prior to the termination of this Agreement (or following such termination with respect to any provisions that survive the termination of this Agreement), and (ii) this Section 14, the last sentence of Section 4.1(a) and Sections 2.3, 6, 7, 8, 9, 10, 11, 12, 13, 18 15, 18, 19, 23 and 19 24 shall survive any such termination. View More

Termination. If the Award Holder's employment with the Corporation or a Subsidiary terminates at any time before the end of the Performance Period for any reason prior to the Vesting Date, reason, except as provided in this Section 5 or as determined by the Committee in its sole and absolute discretion, then the Unvested Units Award will be forfeited and cancelled and surrendered to the Corporation without payment of any consideration, effective on the date of the Award Holder's termination of employment.... Upon the termination of the Award Holder's employment with the Corporation or a Subsidiary as a result of the Award Holder's death or "permanent disability" (as defined herein) the Restricted Stock Units shall become fully vested on the date of such death or "permanent disability". As used herein, the term "permanent disability" shall mean the date on which the Award Holder has not worked or been able to work due to physical or mental incapacity for a period of one hundred eighty (180) consecutive days. (b) In the event of the dissolution or liquidation of the Corporation, or upon any merger, consolidation or reorganization of the Corporation with any other corporations or entities as a result of which the Corporation is not the surviving corporation, or upon the sale of all or substantially all of the assets of the Corporation or the acquisition of more than 80% of the stock of the Corporation by another corporation or entity, there shall be substituted for each of the shares of Common Stock then subject to this Award the number and kind of shares of stock, securities or other assets which would have been issuable or payable in respect of or in exchange for such Common Stock then subject to the Award, as if the Award Holder had been the owner of such shares as of the transaction date. Any securities so substituted shall be subject to similar successive adjustments. View More

Termination. All of the Restricted Milestone Shares shall terminate and be forfeited to the Company immediately upon either (a) the failure of the Company to achieve the Milestones as set forth in Section 3(a), or (b) 3(a)(i). All of the Time Shares shall terminate and be forfeited to the Company immediately upon the occurrence of a Termination Event at any time prior to the expiration of the Time Period, other than for your death or permanent disability. disability, as set forth in Section 3(a)(ii).