Alternatives to termination Sample Clauses

Alternatives to termination. If the Licensor is entitled to terminate this Agreement or the Licence to any of the Licensed IPR, in addition to any other rights it may have (including in the circumstances that termination is not permitted by applicable law), the Licensor may in its discretion instead unilaterally by notice to the Licensee: (a) convert any exclusive licences granted to Licensee under this Agreement to non-exclusive licences; and/or (b) remove some of the Licensed IPR or other rights, or part of those rights (for example for specific countries or fields), from the rights Licensed to the Licensee under this Agreement.
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Alternatives to termination. If St Vxxxxxx’x has a right to terminate this Agreement under clause 14.3, 15.2(a) or 15.4, then in addition to any other rights St Vincent’s may have and subject to clause 15.12, St Vincent’s may in its discretion: (a) terminate this Agreement as to any particular country, state or territory in the Territory; (b) terminate this Agreement as to a particular Licensed Product; (c) terminate this Agreement as to a particular Licensed Process; (d) terminate this Agreement as to certain parts of the Therapeutic Field or the Diagnostic Field; (e) terminate this Agreement as to particular Licensed IP; or (f) by notice in writing convert the Therapeutic License to a non-exclusive license as a whole or: (i) as to any particular country, state or territory in the Territory; (ii) as to a particular Licensed Therapeutic Product; (iii) as to a particular Licensed Process; (iv) as to certain parts of the Therapeutic Field; or (v) as to particular Licensed IP.
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Alternatives to termination. 1If the PHO has the right to terminate this Agreement under clauses 16.4(b) to (d), instead of terminating this Agreement, the PHO may do one or more of the following:
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Alternatives to termination. (a) If the Closing shall not have occurred on or prior to the Purchaser Break Date and Purchaser does not elect to terminate this Agreement, as provided in Section 10.1(d), Purchaser shall, not earlier than five (5) Business Days prior to, and not later than on, the Purchaser Break Date, give written notice to Sellers of Purchaser’s election either to (i) consummate the Closing, in which case Purchaser’s notice must designate a Closing Date which shall be a date which is not earlier than six (6) nor later than ten (10) calendar days after the expiration of the five (5) Business Day period referred to in Section 10.l(d), or (ii) continue to use its commercially reasonable efforts pursuant to this Agreement to obtain the Closing Consents. (b) If the Closing shall not have occurred on or prior to the Anniversary Break Date and Sellers do not wish to elect to terminate this Agreement, as provided in Section 10.1(e), Sellers shall, not earlier than five (5) Business Days prior to, and not later than on, the Anniversary Break Date, give written notice to Purchaser of Sellers’ election to require Purchaser to continue to use its commercially reasonable efforts under this Agreement to obtain the Closing Consents.
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Alternatives to termination. 17.1 If the PHO has the right to terminate this Agreement under clauses 16.4(b) to (d), instead of terminating this Agreement, the PHO may do one or more of the following: (a) if the Contracted Provider has not met its obligations under this Agreement, vary or withdraw from coverage by this Agreement any of the Services and cease payment for any such Services from the date of variation or withdrawal; (b) require the Contracted Provider to terminate any subcontract the Contracted Provider has if the subcontractor has failed to perform a material obligation in relation to the subcontract or has claimed a payment in breach of the subcontract; (c) require the Contracted Provider to recover any payments to a subcontractor that have been made in breach of the subcontract; or (d) withhold payments from the Contracted Provider in accordance with clause 18.1.
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Alternatives to termination. In any case in which Cobra would be entitled to terminate this Agreement for example, due to breach by Customer of its payment obligations hereunder, Cobra may (a) withhold the delivery of any undelivered Deliverables and/or (b) withhold the performance of further Services. If Cobra exercises either of these options, Cobra shall be entitled to be paid, on a pro rata basis, for those Services performed and any committed costs and expenses (both internal and external to Cobra) that Cobra, acting reasonably, is unable to avoid. Payment shall be due immediately upon Customer’s receipt of Cobra’s invoice. Upon receipt of payment due or resolution of such other breach if Cobra elects not to terminate, Cobra shall cease withholding of Services and Deliverables, as set forth above.
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Alternatives to termination. In lieu of terminating this Agreement on account of a Defaulting Party’s failure to cure or otherwise correct a default, the Non-Defaulting Party, in its sole discretion, may take any and all such action to enforce this Agreement as permitted by law and/or this Agreement. If a Non-Defaulting Party does not provide a Notice of Termination in response to a failure by the Defaulting Party to cure a default, the Non-Defaulting Party shall not thereafter be prohibited from providing a Notice of Tern1ination on account of the same or any similar default by the Defaulting Party, subject to the Non-Defaulting Party providing additional notice and opportunity to cure pursuant to Section 13.5 of this Agreement.
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Alternatives to termination. Prior to any termination of Impax’s performance of the PREA Commitment Study by either Party, the Parties shall first refer the matter giving rise to a potential termination right to the JDC for good faith discussion of potential resolution of such matter without requiring termination of Impax’s continued performance of the PREA Commitment Study. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions.
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Alternatives to termination. 27.3.1 In the event that Cleanaway determines that there are grounds to consider terminating an employee covered by the agreement on the grounds of misconduct, Cleanaway may consider other options to termination these include: a) Temporary demotion to a lower classification for a period of no more than 6 weeks; and/or b) Suspension from work for a period of no more than 4 weeks on ordinary pay only; and/or c) Suspension from work for a period of no more than 2 weeks without pay. 27.3.2 An employee who has been advised that Cleanaway is considering terminating their employment may propose one of the above sanctions as an alternative to termination. 27.3.3 Cleanaway is under no obligation to implement any of the options outline in clause 27.3.1 and is under no obligation to provide any reasons for not implementing any of the listed options.
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Related to Alternatives to termination

  • Other Termination This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Disaffiliation Date by either Party if: (a) prior to the Disaffiliation Date, there has been a material breach of any representation, warranty, covenant or agreement on the part of a Party set forth in this Agreement; provided, however, that, if such breach is curable by the breaching Party through the exercise of its commercially reasonable efforts and for so long as the breaching Party continues to exercise such commercially reasonable efforts (but in no event longer than thirty (30) days after the non-breaching Party’s written notification to the breaching Party of the occurrence of such breach), the non-breaching Party may not terminate this Agreement; or, (b) if all the conditions set forth in this Agreement have not been satisfied or waived on or before the Disaffiliation Date, unless such satisfaction has been frustrated or made impossible by any act or failure to act of non-breaching Party.

  • Term Termination 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust at any time from the date hereof upon 180 days’ notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the Trust, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt notice of election to terminate shall be furnished by the Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (e) At the option of the Company, in the event the Trust’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trust; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, at the option of the Company, continue to make available additional Fund shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“Existing Contracts”). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

  • Vendor’s Termination If TIPS fails to materially perform pursuant to the terms of this Agreement, Vendor shall provide written notice to TIPS specifying the default (“Notice of Default”). If TIPS does not cure such default within thirty (30) days, Vendor may terminate this Agreement, in whole or in part, for cause. If Vendor terminates this Agreement for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience.

  • Term; Termination; Amendment As to each Fund, this Agreement shall become effective and shall run for an initial period as specified for each Fund in Schedule A hereto. This Agreement shall continue in force from year to year after the initial period with respect to each Fund, but only as long as such continuance is specifically approved for each Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for each Fund, Sub-Adviser may continue to serve in such capacity for each Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by either party on sixty (60) days’ written notice to Sub-Adviser. This Agreement may also be terminated by the Trust with respect to each Fund by action of the Trust’s Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on sixty (60) days’ written notice to Sub-Adviser by the Trust. This Agreement may be terminated with respect to a Fund at any time without the payment of any penalty by Manager or the Trust’s Board of Trustees or by vote of a majority of the outstanding voting securities of such Fund in the event that it shall have been established by a court of competent jurisdiction that Sub-Adviser or any officer or director of Sub-Adviser has taken any action which results in a breach of the covenants of Sub-Adviser set forth herein. The terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder. Termination of this Agreement shall not affect the right of Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 4 earned prior to such termination. This Agreement shall automatically terminate in the event the Management Agreement between Manager and the Trust is terminated, assigned or not renewed.

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