By Microsoft for Cause Sample Clauses

By Microsoft for Cause. Microsoft may terminate this Agreement: (i) immediately upon written notice at any time, if Licensee is in material breach of Section 5 of this Agreement; (ii) upon written notice at any time if Licensee is in material breach of any warranty, term or condition of this Agreement and fails to remedy that breach (if such breach is capable of being remedied) within 60 days after written notice thereof; or (iii) upon written notice at any time if Licensee has received three or more written termination notices under the preceding clause (ii) within the previous 12-month period based on an actual material breach of a material warranty, term, or condition of this Agreement, even if those previous material breaches have been cured. Any material breach has to first be established by a court of competent jurisdiction.
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By Microsoft for Cause. In the event of termination of the Agreement by Microsoft during Phase 1 pursuant to Section 2.1.2 as a result of Intellon's failure to deliver Phase 1 Deliverables that are substantially complete within fifteen (15) days after the delivery date specified in the Phase 1 Schedule for the Phase 1 Deliverables (or as such date as been mutually extended) or a material breach by Intellon of Section 8 of this Agreement occurring prior to such delivery date, Intellon shall return to Microsoft, within five (5) days after the date of termination, the Three Million Dollars (US $3,000,000) sum paid to it under Section 2.4 of this Agreement and the license grants in Section 2.3 shall terminate and Intellon shall not be entitled to receive the balance of Three Million Dollars (US $3,000,000) provided for in Section 2.4 of this Agreement. In the event of termination of the Agreement by Microsoft during Phase 1 pursuant to Sections 2.1.2 (except for the cause specified in the previous sentence), 2.2 or 12.3, the license grants in Section 2.3 shall terminate and Intellon shall not be entitled to receive the balance of Three Million Dollars (US $3,000,000) provided for in Section 2.4 of this Agreement.
By Microsoft for Cause. In the event of a termination of the Agreement by Microsoft pursuant to Sections 3.2, 3.3 or 12.3 during Phase 2 prior to Microsoft's acceptance of the Phase 2 Deliverables, Intellon will discontinue all work then being performed under Phase 2 upon the receipt of the termination notice. Microsoft shall have the option of either: (i) receiving from Intellon (within ten (10) days after the date of termination), and retaining, the work in progress as Phase 2 Intellectual Property in which case Intellon shall be entitled to keep all payments made, or required to be made, by Microsoft under this Agreement as of the date of termination and all license grants and ownership provisions and restrictions under Sections 3 and 4.2 shall survive termination (but the cross-licensing provisions of Sections 4.3.2 and 4.4.2 shall terminate); or (ii) assigning all Phase 2 work in progress to Intellon (except for any Intellectual Property contributed by Microsoft to the Phase 2 work in progress) in which case Intellon shall refund to Microsoft all payments made by Microsoft to Intellon pursuant to Section 3.4 and the license grants and ownership provisions under Section 3, 4.3.2 and 4.4.2, and the restrictions of Section 4.2 on Intellon's sublicensing rights, shall terminate. In addition to the Sections set forth in Section 12.7 below and set forth in clause (i) of the preceding sentence, Sections 2, 4.1, 4.3.1, 4.4.1 and 6.6 shall survive termination in either event.

Related to By Microsoft for Cause

  • By Company for Cause Company may terminate this Agreement and Executive’s employment at any time for Cause. Notwithstanding the foregoing provisions of this Section 5, in the event Executive’s employment is terminated because of Cause, Company shall have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes herein, “Cause” means (A) Executive’s gross negligence, gross neglect or willful misconduct in the performance of the duties required hereunder that results in a material adverse effect on Company, (B) Executive’s conviction for, deferred adjudication of, or plea of no contest or nolo contendere to a felony, or (C) Executive’s material breach of any material provision of this Agreement. Notwithstanding the foregoing, prior to any termination for Cause under clauses (A) or (C) of the preceding sentence, (X) Company must provide Executive with reasonable notice of not less than ten (10) business days detailing the failure or conduct on which the termination is to be based, (Y) Company must provide Executive a reasonable opportunity to cure such failure or conduct, and (Z) after such notice and an opportunity to cure, the Board must reasonably determine that Executive has not cured such failure or conduct. Executive shall not be deemed to have been terminated for Cause unless and until Executive has been provided an opportunity to be heard in person by the Board (with the assistance of Executive’s counsel if Executive so desires) on at least five business days’ advance notice, and the Board must unanimously approve the termination of Executive for Cause.

  • By the Company for Cause The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following, as determined by the Board in its reasonable judgment, shall constitute Cause for termination:

  • By Employer for Cause Employer may terminate Executive's employment under this Agreement for "Cause" (and Executive's employment will be deemed to have been terminated for "Cause") if, as of the date of termination, any of the following circumstances have occurred:

  • Termination by Company for Cause Subject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

  • Termination of Employment for Cause If Optionee’s employment with the Bancorp or a subsidiary corporation is terminated for cause, this option shall expire thirty (30) days from the date of such termination. Termination for cause shall include, but not be limited to, termination for malfeasance or gross misfeasance in the performance of duties or conviction of a crime involving moral turpitude, and, in any event, the determination of the Board of Directors with respect thereto shall be final and conclusive.

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