Termination for Convenience TIPS may, by written notice to Vendor, terminate this Agreement for convenience, in whole or in part, at any time by giving thirty (30) days’ written notice to Vendor of such termination, and specifying the effective date thereof.
Option to Terminate The Client and Contractor shall: (check one)
Termination for Cause and Convenience As detailed within Clause No. 3 of, Form HUD-5370-C, General Conditions for Non- Construction Contracts, Section I—(Within or without Maintenance Work).
Cancellation for convenience 19.1 The Commonwealth may cancel this Agreement by notice, due to (a) a change in government policy; or (b) a Change in the Control of the Grantee, which the Commonwealth believes will negatively affect the Grantee’s ability to comply with this Agreement. 19.2 The Grantee agrees on receipt of a notice of cancellation under clause 19.1 to: (a) stop the performance of the Grantee's obligations as specified in the notice; and (b) take all available steps to minimise loss resulting from that cancellation. 19.3 In the event of cancellation under clause 19.1, the Commonwealth will be liable only to: (a) pay any part of the Grant due and owing to the Grantee under this Agreement at the date of the notice; and (b) reimburse any reasonable expenses the Grantee unavoidably incurs that relate directly to the cancellation and are not covered by 19.3(a). 19.4 The Commonwealth’s liability to pay any amount under this clause is subject to: (a) the Grantee's compliance with this Agreement; and (b) the total amount of the Grant. 19.5 The Grantee will not be entitled to compensation for loss of prospective profits or benefits that would have been conferred on the Grantee.
Termination for Convenience of City The City shall have the right at any time by written notice to Contractor to terminate and cancel this contract, without cause, for the convenience of the City, and Contractor shall immediately stop work. In such event City shall not be liable to Contractor except for payment for actual work performed prior to such notice in an amount proportionate to the completed contract price and for the actual costs of preparations made by Contractor for the performance of the cancelled portions of the contract, including a reasonable allowance of profit applicable to the actual work performed and such preparations. Anticipatory profits and consequential damages shall not be recoverable by Contractor.
Delivery upon Termination or Expiration No later than the first calendar day after the termination or expiration of the Contract or upon System Agency’s request, Grantee shall deliver to System Agency all completed, or partially completed, Work Product, including any Incorporated Pre-existing Works, and any and all versions thereof. Xxxxxxx’s failure to timely deliver such Work Product is a material breach of the Contract. Grantee will not retain any copies of the Work Product or any documentation or other products or results of Grantee’s activities under the Contract without the prior written consent of System Agency.
Data Transfer Upon Termination or Expiration Provider will notify the Division of impending cessation of its business and any contingency plans. Provider shall implement its exit plan and take all necessary actions to ensure a smooth transition of service with minimal disruption to the Division. As mutually agreed upon and as applicable, Provider will work closely with its successor to ensure asuccessful transition to the new equipment, with minimal downtime and effect on the Division, all such work to be coordinated and performed in advance of the formal, transition date.
Suspension for Convenience The School District shall have the right, at any time during the term of this Contract, to suspend all or any part of the Services, for the convenience of the School District, for the period of time that the School District, in its sole discretion, determines to be in the best interest of the School District, upon thirty (30) days’ prior written notice to the Architectural Designer (except that in the event of a public emergency, as determined by the School District, no such period of notice shall be required.). 13.2.1 If a suspension of the Services pursuant to this Paragraph 13.2 is for greater than thirty (30) days, the Architectural Designer shall have the right to submit a claim to the School District for the payment of costs for all Services performed and Reimbursable Expenses incurred in accordance with the provisions of this Contract prior to the effective date of the suspension. 13.2.2 The Architectural Designer shall be entitled to a one-day extension of the time of performance provided in this Contract for each day that it is suspended pursuant to this Paragraph 13.2. 13.2.3 The School District shall have the right, during the period of any suspension pursuant to this Paragraph 13.2, to terminate this Contract as provided in this Section 14, in Section 6, and elsewhere in this Contract.
Election to Terminate On or after the occurrence of either of the events specified below and so long as no Significant Lease Default or Lease Event of Default shall have occurred and be continuing, the Lessee shall have the right, at its option, upon at least 30 days’ prior written notice to the Owner Lessor, the Owner Participant, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee, to terminate this Network Lease in whole on the Termination Date specified in such notice (which shall be a date occurring not more than 90 days after the date of such notice) if: (a) as a result of a change in Applicable Law or an interpretation of Applicable Law, it shall have become illegal for the Lessee to continue this Network Lease or the Head Lease or for the Lessee to make payments under this Network Lease or the other Operative Documents, and the transactions contemplated by the Operative Documents cannot be restructured to comply with such change in law or interpretation of law in a manner acceptable to the Lessee, the Owner Participant, the Owner Lessor, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee; or (b) one or more events outside the control of the Lessee or any Affiliate shall have occurred and not the result of an intentional act of the Lessee or any of its Affiliates intended to trigger the right to exercise the purchase option hereunder which will, or can reasonably be expected to, give rise to an obligation by the Lessee to pay or indemnify in respect of the Tax Indemnity Agreement or Section 9.1 or 9.2 of the Participation Agreement; provided, however, that (i) such indemnity obligation (and the underlying cost or Tax) can be avoided in whole or in part if this Network Lease is terminated and the Owner Lessor sells the Owner Lessor’s Interest to the Lessee and (ii) the amount of such avoided payments hereunder would exceed (on a present value basis, discounted at the Discount Rate, compounded on an annual basis to the date of the termination) three (3) percent of the Owner Lessor’s Cost, and provided, further, that no such termination option shall exist if the applicable indemnitee shall waive its right to, or the Owner Participant shall arrange for payment of (without reimbursement by the Lessee or any Affiliate thereof), amounts of indemnification payments under the Tax Indemnity Agreement or Section 9.1 or 9.2 of the Participation Agreement in excess of such amount as to cause such avoided payments, computed in accordance with the preceding proviso, not to exceed three (3) percent of the Owner Lessor’s Cost. No termination of this Network Lease pursuant to this Section 13.1 shall become effective unless the conditions set forth in Section 13.3 are satisfied. If the Lessee does not give notice of its exercise of the termination option under this Section 13.1 within twelve months of the date the Lessee receives notice or Actual Knowledge of an event or condition described above, the Lessee will lose its right to terminate this Network Lease pursuant to this Section 13.1 as a result of such event or condition.
Notice to Allow Exercise by Hxxxxx If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
