By Consultant. (i) If the Company breaches this Agreement or fails to make any payments or provide information required hereunder; or,
(ii) If the Company ceases business or, other than in an Initial Merger, sells a controlling interest to a third party, or agrees to a consolidation or merger of itself with or into another corporation, or enters into such a transaction outside of the scope of this Agreement, or sells substantially all of its assets to another corporation, entity or individual outside of the scope of this Agreement; or,
(iii) If the Company subsequent to the execution hereof has a receiver appointed for its business or assets, or otherwise becomes insolvent or unable to timely satisfy its obligations in the ordinary course of, including but not limited to the obligation to pay the Initial Fee, the Transaction fee, or the Consulting Fee; or,
(iv) If the Company subsequent to the execution hereof institutes, makes a general assignment for the benefit of creditors, has instituted against it any bankruptcy proceeding for reorganization for rearrangement of its financial affairs, files a petition in a court of bankruptcy, or is adjudicated a bankrupt; or,
(v) If any of the disclosures made herein or subsequent hereto by the Company to Consultant are determined to be materially false or misleading. In the event Consultant elects to terminate without cause or this Agreement is terminated prior to the expiration of the Primary Term or any Extension Period by mutual written agreement, or by the Company for the reasons set forth in A(i) and (ii) above, the Company shall only be responsible to pay Consultant for unreimbursed expenses, Consulting Fee and Transaction Fee accrued up to and including the effective date of termination. If this Agreement is terminated by the Company for any other reason, or by Consultant for reasons set forth in B(i) through (v) above, Consultant shall be entitled to any outstanding unpaid portion of reimbursable expenses, Transaction Fee, if any, and for the remainder of the unexpired portion of the applicable term (Primary Term or Extension Period) of the Agreement.
By Consultant. Consultant represents and warrants to Client that it shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. Notwithstanding anything to the contrary, Consultant shall not be liable for a breach of the warranty set forth in this Section 10(b) unless Client gives written notice of the defective Services, reasonably described, to Consultant within 5 days of the time when Client discovers or ought to have discovered that the Services were defective. Subject to the foregoing sentence, Consultant shall, in its sole discretion, either: (a) repair or re-perform such Services, or (b) credit or refund the fee for such Services set forth on the Statement of Work. THE REMEDIES SET FORTH IN THE FOREGOING SENTENCE SHALL BE THE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND CONSULTANT’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 10(b).
By Consultant. Consultant may terminate this Agreement at any time upon thirty (30) days’ advance written notice to PTC.
By Consultant. By written notice to TOWN, CONSULTANT may suspend the Services provided under this Agreement and/or TASK ORDER(S) issued hereunder if CONSULTANT reasonably determines that working conditions at the site and/or location (outside CONSULTANT's control) are unsafe, or in violation of applicable laws. CONSULTANT's suspension of any Services provided under this Agreement and/or any TASK ORDER(S) issued hereunder shall be without prejudice to any other remedy of CONSULTANT at law or equity.
By Consultant. The Consultant shall defend, indemnify and hold harmless the Company from and against any and all claims, losses, liabilities, damages, royalties, costs and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or from the Consultant’s gross negligence or willful misconduct (including any breach of its obligations hereunder) in connection with the performance of this Agreement.
By Consultant. (1) upon seven days written notice if OWNER demands that CONSULTANT furnish or perform services contrary to CONSULTANT’s responsibilities as a licensed professional; or
(2) upon seven days written notice if the CONSULTANT’s services for the Project are delayed or suspended for more than 90 days for reasons beyond CONSULTANT’s control.
(3) CONSULTANT shall have no liability to OWNER on account of such termination.
By Consultant. By written notice to Client, Consultant may suspend the Work if Consultant reasonably determines that working conditions at the Site (outside Consultant's control) are unsafe, or in violation of applicable laws, or in the event Client has not made timely payment in accordance with Article VI, Compensation, or for other circumstances not caused by Consultant that are interfering with the normal progress of the Work. Consultant's suspension of Work hereunder shall be without prejudice to any other remedy of Consultant at law or equity.
By Consultant. Consultant agrees to indemnify and hold harmless Company and its directors, officers and employees (each a “Company Indemnitee”) from and against all losses, damages, liabilities, costs and expenses whatsoever, (including without limitation attorneys’ fees and costs), arising from any claim, action, demand or proceeding made or brought against a Company Indemnitee, arising from or in connection with (i) any grossly negligent or intentionally wrongful act of Consultant or Consultant’s assistants, employees or agents, (ii) any material breach by Consultant or Consultant’s assistants, employees or agents of any of the covenants contained in this Agreement, (iii) any material failure of Consultant to perform the Services in accordance with all applicable laws, rules and regulations, or (iv) any violation or claimed violation of a third party’s rights resulting in whole or in part from Company’s use of the work product of Consultant under this Agreement and for which Consultant deliberately misrepresented to Company the status of third party rights.
By Consultant. Consultant represents and warrants that (a) entering into this Agreement and performing the Services and obligations contemplated under this Agreement would not violate any law, rule, regulation or judicial order applicable to Consultant, and would not violate or constitute a default under any agreement to which Consultant is a party, and (b) Consultant is not (i) under investigation by the U.S. Food and Drug Administration or any other governmental agency or authority that could result in any debarment, sanction or exclusion action (a “Debarment”), (ii) subject to a Debarment, or (iii) currently excluded or otherwise ineligible from participating in any governmental health care program. In the event that Consultant becomes the subject of an investigation that could result in a Debarment or becomes subject to a Debarment, Consultant shall immediately notify Prothena in writing. Upon the receipt of such notice by Prothena, or if Prothena otherwise becomes aware of such Debarment or threatened Debarment, Prothena shall have the right to terminate this Agreement immediately.
By Consultant. Notwithstanding Section 1(a) of this Agreement, Consultant may terminate the employment relationship prior to the expiration of the Term of this Agreement, as follows:
i. By first giving the Company thirty (30) days’ advance notice of his intention to terminate his engagement; or
ii. In the event of a material breach of the Agreement or the engagement relationship by the Company, including non-timely payment for services rendered, Consultant may terminate the Agreement without advance notice.
