2Termination for Cause Clause Samples

2Termination for Cause. The Company has the right, at any time during the Employee’s employment, subject to all of the provisions hereof, exercisable by serving notice, effective on or after the date of service of such notice as specified therein, to terminate the Employee’s employment under this Agreement and discharge the Employee for Cause.

2Termination for Cause. Upon any material breach of this Agreement by either Party, the non-breaching Party may terminate this Agreement upon sixty (60) days (or thirty (30) days in the event of a payment breach) written notice to the breaching Party. The termination notice shall become effective at the end of such sixty (60) day period (or thirty (30) day period in the event of a payment breach) unless the breaching Party shall cure such breach within such period. The Parties acknowledge that any failure by ROCHE to meet the Minimum Requirement for any country(ies) within the Territory in any calendar year shall be deemed a material breach of this Agreement with respect to such country(ies) and SENSEONICS shall have the right to terminate this Agreement with respect such country(ies) unless ROCHE cures such breach within six (6) months after the end of the applicable calendar year. Notwithstanding the foregoing, upon any breach of Section 5.4 for failure to comply with any Anti-Corruption Laws, such breach shall be deemed a material breach and the non-breaching Party may terminate this Agreement upon fifteen (15) days notice to the breaching Party.

2Termination for Cause. If either Novartis or XOMA is in material breach of any material obligation hereunder, the non-breaching Party may give written notice to the breaching Party specifying the claimed particulars of such breach, and in the event such material breach is not cured within [*] after such notice (or, if such material breach relates to non-payment of monies due (a “Payment Breach”), then [*] after such notice), the non-breaching Party shall have the right thereafter to terminate this Agreement immediately by giving written notice to the breaching Party to such effect; provided, that, [*], if [*] and the [*] and [*]. In the event that arbitration is commenced with respect to any alleged breach hereunder, no purported termination of this Agreement pursuant to this Section 8.2 shall take effect until the resolution of such arbitration. Any termination by any Party under this Section 8.2 and the effects of termination provided herein shall be without prejudice to any damages or other legal or equitable remedies to which it may be entitled.

2Termination for Cause. If the Participant's Continuous Service is terminated for Cause, the SARs (whether vested or unvested) shall immediately terminate and cease to be exercisable.

2Termination for Cause. (a) If the Participant’s Continuous Service is terminated for Cause, both the vested and unvested portions of the Option will immediately terminate and cease to be exercisable. If the Participant’s Continuous Service is terminated for Cause, all unvested PSUs, the number of shares of Common Stock underlying vested PSUs will immediately terminate, be forfeited or be repaid (or any combination thereof) as of the date such termination occurs. In the event the Participant has sold or otherwise transferred any vested shares of Common Stock that are to be forfeited pursuant to this Section 4.2, the Participant shall pay to the Company an amount equal to the Fair Market Value of such shares of Common Stock as of the date of such termination, as determined by the Committee in its good faith discretion. (b) For purposes of this Section 4.2, “Cause” means, as determined by the Committee in the Committee’s sole discretion, the commission of any act of fraud, embezzlement, dishonesty, or breach of fiduciary duty by, or at the request of, the Participant, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Company (or any Affiliate), or any other intentional misconduct by such person adversely affecting the business or affairs or reputation of the Company (or any Affiliate) in a material manner, or the Participant’s discriminatory or harassing behavior, whether or not unlawful under federal, state or local law, or the Participant’s conviction of a felony; provided, however, that if the term or concept has been defined in an employment or similar type of agreement between the Company and the Participant, then “Cause” shall have the definition set forth in such agreement. The foregoing definition will not in any way preclude or restrict the right of the Company (or any Affiliate) to discharge or dismiss the Participant or other person in the service of the Company (or any Affiliate) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan, to constitute grounds for termination for Cause.

2Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors or any event analogous to the foregoing occurs in relation to that other party in any jurisdiction. Any breach of the Customer’s payment obligations or unauthorised use by the Customer or the Authorised Persons of Kainos technology or the Subscription Service will be deemed a material breach of this Agreement. Kainos, in its sole discretion, may terminate Customer password, account or use of the Subscription Service if Customer or the Authorised Persons commit a material breach of this Agreement where such material breach is not remedied within 30 days of receipt by the Customer of the written notice of the breach. Upon any termination for cause by Customer, Kainos shall refund Customer any prepaid fees covering the remainder of the Subscription Term after the date of termination.

2Termination for Cause. Either party shall have the right at any time, by giving notice, to terminate this Agreement without liability to the other on the occurrence of any of the following events: (a) if the other party commits a breach of any of the terms and conditions of this Agreement and such breach has not been rectified within thirty (30) days after receipt of notice to rectify served on the defaulting party by the other party; (b) if the other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits an appointment of a receiver for its business or assets, becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, is liquidated, voluntarily or otherwise, or suffers any similar action in consequence of debt; or (c) if the other party engages in illegal activities.

2Termination for Cause. This Agreement may be terminated at any time during the Term upon written notice by either Party (the “Non-Breaching Party”) if the other Party (the “Breaching Party”) is in material breach of its obligations hereunder and has not cured such breach within ten (10) days in the case of a payment breach, or within sixty (60) days in the case of all other breaches, after notice requesting cure of the breach, or, if cure of such breach other than non-payment cannot reasonably be effected within such sixty (60) day period, to deliver to the Non-Breaching Party a plan reasonably calculated to cure such breach within a timeframe that is reasonably prompt in light of the circumstances then prevailing, but in no event more than [**]. Following delivery of such a plan, the Breaching Party will carry out the plan and cure the breach. If the Breaching Party fails to cure a material breach of this Agreement as provided above, then the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party.

2Termination for Cause. The City may terminate this Agreement for cause as follows: (a) If the Contractor is adjudged bankrupt, or makes a general assignment for the benefit of creditors because of its insolvency, or if a receiver is appointed because of its insolvency, the City may, without prejudice to any other right or remedy the City may have, terminate this Agreement by giving the Contractor or receiver or trustee in bankruptcy written notice; or (b) If the Contractor is in breach of any term or condition of this Agreement, and such breach is not remedied to the reasonable satisfaction of the City within 5 days after delivery of written notice from the City to the Contractor, then the City may, without prejudice to any other right or remedy the City may have, terminate this Agreement effective immediately by giving the Contractor further written notice. If the City terminates this Agreement as provided by this Section, then the City may: (c) enter into contracts, as it in its sole discretion sees fit, with other persons to complete the Goods and Services; (d) withhold payment of any amount owing to the Contractor under this Agreement for the performance of the Goods and Services; (e) set‑off the total cost of completing the Goods and Services incurred by the City against any amounts owing to the Contractor under this Agreement, and at the completion of the Goods and Services pay to the Contractor any balance remaining; and (f) if the total cost to complete the Goods and Services exceeds the amount owing to the Contractor, charge the Contractor the balance, which amount the Contractor will pay.