ALZA Termination Sample Clauses

ALZA Termination. If, at any time prior to July 1, 2002, Durcet or any of its Affiliates solicits for employment or hires, without ALZA's prior written consent, a person who is an ALZA employee or has been an ALZA employee within 180 days prior to such hiring, or at any time prior to July 1, 2006, Durect or any of its Affiliates solicits for employment or hires, without ALZA's prior written consent, a person who is an ALZA employee in the DUROS Technology group or who has been an ALZA employee in the DUROS Technology group within 180 days prior to such hiring, then ALZA shall have the right to terminate this Agreement on 60 days written notice, unless during such 60 days Durect ceases such solicitation and such person remains employed by ALZA and confirms his or her intent to remain an employee of ALZA. The provisions of this Section 11.5 shall be of no further force or effect if, as a result of a change in control of ALZA, the employees working in the DUROS Technology group are not generally retained as employees. The parties agree and acknowledge that the provisions of this Section 11.5 are necessary to induce ALZA to participate in the formation of Durect and to agree with the terms and conditions hereof, and form an essential part of this Agreement. **Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC.
Sample 1
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ALZA Termination. If, at any time prior to July 1, 2006, Durect or any of its Affiliates solicits for employment or hires, without ALZA's prior written consent, a person who is an ALZA employee in the DUROS Technology group or has been an ALZA employee in the DUROS Technology group within 180 days prior to such hiring, then ALZA shall have the right to terminate this Agreement on 60 days written notice, unless during such 60 days Durect ceases such solicitation and such person remains employed by ALZA and confirms his or her intent to remain an employee of ALZA. The provisions of this Section 11.5 shall be of no further force or effect if, as a result of a change in control of ALZA, the employees working in the DUROS Technology group are not generally retained as employees. The parties agree and acknowledge that the provisions of this Section 11.5 are necessary to induce ALZA to participate in the formation of Durect and to agree with the terms and conditions hereof, and form an essential part of this Agreement.
Sample 1

Related to ALZA Termination

  • Term Termination 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.

  • CONTRACT TERMINATION This Contract will terminate:

  • TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION (a) The Term of Employment may be terminated by the Company at any time:

  • Company Termination The Company may at any time in its sole discretion terminate (a “Company Termination”) this Agreement and its right to initiate future Tranches by providing 30 days advanced written notice (“Termination Notice”) to Investor.

  • 1Termination This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such termination will affect the right of any party to xxx for any breach by any other party (or parties).

  • Term; Termination of Employment The term of this Agreement (the “Term”) begins on the Effective Date and will end, along with Executive’s employment with the Company, on the earliest to occur of the following events.

  • Rights in Event of Termination of Employment Absent Change in Control (a) In the event that Executive's employment is involuntarily terminated by HMS without Cause and no Change in Control shall have occurred as of the date of such termination, upon execution of a mutual release, HMS will provide Executive with the following pay and benefits: (i) a payment in an amount equal to the greater of: that portion of the Executive’s Agreed Compensation for the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or 1.0 times the Executive’s Agreed Compensation. Such amount shall be payable in twelve (12) equal monthly installments; and (ii) subject to plan terms, Executive’s continued participation in HMS's employee benefit plans for twelve (12) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he is no longer an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, in the payments described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of HMS's independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

  • Cross-Termination Notwithstanding any other provision of this Agreement, (1) BNY Mellon may terminate this Agreement by written notice to Voya if the accounting agreement between the Voya Funds and The Bank of New York Mellon is terminated by either the Voya Funds or The Bank of New York Mellon, effective on the date of termination of such accounting agreement, and (2) Voya may terminate this Agreement if the Voya Funds terminate their accounting agreement with The Bank of New York Mellon for cause, effective on the date of termination of such accounting agreement.

  • Final Termination Unless terminated at an earlier date by mutual agreement of the parties hereto, this Agreement shall terminate upon the first to occur of the following: (a) the last Serviced Appointment is terminated, matured or expired under the terms of the applicable Serviced Corporate Trust Contract and all Trust Assets in respect thereof have been fully distributed, (b) the last Serviced Appointment is Transferred to the applicable Purchaser, (c) the applicable Seller has resigned from the last Serviced Appointment if permitted under Section 7.2 below or (d) the applicable Seller is removed from appointment or the applicable Seller’s appointment is terminated with respect to the last Serviced Appointment in accordance with this Agreement, the applicable Serviced Corporate Trust Contract or any other agreement between the parties hereto entered into on or prior to the date hereof. Upon termination of this Agreement in accordance with this Section 7.1, each party’s further rights and obligations hereunder, other than the provisions of Section 8 and Section 9, shall terminate and be of no further force and effect and no party shall have any liability hereunder, except that neither the Sellers nor the Purchasers shall be relieved or released from any liabilities or damages arising out of its breach of any provision of this Agreement prior to termination.

  • Agreement Termination This Agreement will be in effect for an indefinite period and may be terminated as to new reinsurance at any time by either party giving ninety (90) days written notice of termination. The day the notice is mailed to the other party's home office, or, if the mail is not used, the day it is delivered to the other party's home office or to an officer of the other party will be the first day of the ninety (90) day period. During the ninety (90) day period, this Agreement will continue to operate in accordance with its terms.

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