Google Termination Rights. Google may terminate this Agreement, or the provision of any Service hereunder, immediately upon written notice: (i) if Customer breaches Section 3.1 (Prohibited Actions) of this GSA, Section 4.3 (License Grants; Brand Features) of this GSA, or Section 9.1 (Confidentiality) of this GSA or the exclusivity provisions contained in the Order Form; (ii) if Customer is in material breach of this Agreement more than two (2) times notwithstanding any cure of such breaches; (iii) ***; or (iv) as otherwise provided in the Order Form.

Google Termination Rights. Google may terminate this Agreement, or the provision of any Google products and services hereunder, upon written notice: (i) immediately if Customer breaches Section 3.2 (Duty of Confidentiality) of the Master Agreement; (ii) if Customer breaches Section 4.3 (Brand Features; License Grant) of this Master Agreement and fails to cure such breach within [*****] business days of written notice; (iii) if Customer breaches the exclusivity provisions contained in the Riders and fails to cure such breach within [*****] business days of written notice; (iv) immediately if Customer is in material breach of the same provision of this Agreement more than [*****] times notwithstanding any cure of such breaches; (v) immediately if Google reasonably determines that it is commercially impractical to continue providing the Google products and services in light of a change in applicable laws and such change causes a material financial hardship to Google to continue providing the Google products and services, provided that Google may not use the termination rights in this clause unless Google no longer makes the relevant Google products and services available to similarly situated partners; or (vi) as otherwise provided in the Riders.

See All (4)

Google Termination Rights. Notwithstanding the foregoing, in addition to the termination rights granted above, Google may terminate the Agreement, in whole or in part: (i) if Customer breaches (A) any provision of Section 1.3.3 (Prohibited Actions), Section 2.1 (Google Rights) (other than subsections (i), and (iii) of the fourth sentence thereof, which are addressed below, or subsection (vi) of the fourth sentence thereof, which is addressed in Section 8.2.1(a)), or Section 2.3 (License Grants; Brand Features) or (B) the last sentence of Section 1.3.6.2 and fails to cure such breach within [*] after receiving written notice thereof ([*]); (ii) immediately upon written notice, if (A) Customer breaches subsection (i) or (iii) of the fourth sentence of Section 2.1 (Google Rights) or any provision of Section 7 (Confidentiality); (B) Customer has materially breached the Agreement [*] during the Term, in each case notwithstanding any cure of such breaches [*]; or (C) Google reasonably determines that it is impracticable to continue providing the Services in light of applicable laws; and (iii) as expressly permitted in the last sentence of Section 1.3.3.

Google Termination Rights. Google may terminate this Agreement, or the provision of Search Service hereunder, immediately upon written notice: (i) if Customer breach Section 3.1 (Prohibited Actions) of this Agreement, Section 4.3 (License Grants; Brand Features) of this Agreement, Section 8 (Exclusivity) or Section 13 (Confidentiality) of this Agreement; (ii) if Customer is in material breach of this Agreement more than two (2) times notwithstanding any cure of such breaches; (iii) if Google reasonably determines that it is commercially impractical to continue providing the Search Services in light of applicable laws; (iv) in the event Customer consummates or signs an agreement to consummate a merger, acquisition, sale of voting control, sale of all or substantially all of the assets of the Customer in which stockholders of the Customer do not own a majority of the outstanding interests of the surviving entity; or (v) in the event Customer consummates or signs an agreement to consummate the sale or exclusive license of all or substantially all of the Customer’s Intellectual Property Rights. Furthermore, Google shall have the right to terminate this Agreement, or the provision of WebSearch Service without cause with a thirty (30) days prior written notice.

Google Termination Rights. Notwithstanding the foregoing, in addition to the termination rights granted above in Section 10.2.1, Google may terminate the Agreement, upon [*] written notice to Customer if Customer (i) attempts to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code of the AdSense for Search, the Google Data Protocol, Google Brand Features, or any other software, or documentation associated with the Services, or (ii) otherwise intentionally and materially breaches Google's Intellectual Property Rights, and Customer fails to cure such breach within such [*]. In addition, Google may terminate the Agreement in accordance with the termination rights granted in Section 4.2 (Google Audit).

Google Termination Rights. Notwithstanding the foregoing, in addition to the termination rights granted above, Google may terminate the Agreement, in whole or in part: (i) if Customer breaches any provision of Section 1.4 (Prohibited Actions), Section 2.1 (Google Rights) (other than subsections (i) and (iii) of the fourth sentence thereof, which are addressed below, or subsection (vi) of the fourth sentence thereof, which is addressed in Section 8.2.1(a)), or Section 2.3 (License Grants; Brand Features), and fails to cure such breach within [*] after receiving written notice thereof ([*]); (ii) immediately upon written notice, if (A) Customer breaches subsection (i) or (iii) of the fourth sentence of Section 2.1 (Google Rights) or any provision of Section 7 (Confidentiality); (B) Customer has materially breached the Agreement [*] during the Services Term, in each case notwithstanding any cure of such breaches [*]; (C) Customer fails to deliver the Monthly Minimum Number of SF1:555061.2 [*] Indicates that certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Impressions in any calendar month and fails to cure such Shortfall as permitted by Section 1.3.4; (D) Google reasonably determines that it is impracticable to continue providing the Services in light of applicable laws; and (iii) as expressly permitted in Section 1.7.2(a)(4)b and/or the last sentence of Section 1.4.4.

Related to Google Termination Rights

Other Termination Rights This Agreement may be terminated at any time prior to the Closing by the applicable party if and to the extent permitted in Part V of Appendix B.
Termination Rights 17.1 In addition to any other termination rights it has, the Department may terminate this Contract at any time by issuing a Notice to the Training Provider. Such a termination will take effect 20 Business Days after the Notice takes effect under Clause 14.2, or at any later time specified in the Notice. 17.2 If the Department terminates this Contract under Clause 17.1, it will determine and pay: a) amounts that, in its reasonable opinion, are due and payable under Clause 8 as at the date of termination; and b) reasonable costs (but not including loss of profit or income) that, in its reasonable opinion, have been necessarily and directly incurred by the Training Provider as a result of the termination, provided that the Training Provider has, to the reasonable satisfaction of the Department: i) used its best efforts to minimise any costs arising as a result of the termination; and ii) provided adequate documentary evidence to substantiate those costs. 17.3 This Contract may be terminated at any time by written agreement between the Parties. 17.4 The Department may terminate this Contract immediately by issuing a Notice to the Training Provider if: a) the Training Provider commits a Material Breach; b) the Training Provider commits a breach of this Contract (whether or not it is a Material Breach) which cannot be remedied; c) the Training Provider commits a breach of this Contract (whether or not it is a Material Breach) and it: i) fails to commence action to remedy the breach within 10 Business Days after the Department has served a Notice requiring it to do so; or ii) having commenced action to remedy the breach, fails to complete that action as soon as possible and in any event within 20 Business Days of the Department's Notice; d) without limiting paragraphs (a) to (c), the Training Provider fails to provide some or all of the Training Services for which Funds have been claimed and/or paid or any such Training Services are not provided to a standard satisfactory to the Department; e) there has been any fraud, or the Department reasonably suspects any fraud, relating to the Training Provider or the Funds, or there has been any misappropriation of Funds by the Training Provider or any other misleading or deceptive conduct on the part of the Training Provider in connection with this Contract or the claiming, receipt or use of the Funds; f) the Training Provider’s registration as a registered training organisation under the Act or the National Act is suspended, withdrawn, cancelled or otherwise ceases; g) an Other VET Funding Arrangement Termination Event occurs;
Additional Termination Rights (a) BMS has the right to terminate this License Agreement upon delivery of written notice to MPP upon the occurrence of any of the following: (i) the failure of MPP to ensure a sufficient supply of the Licensed Products in the formulations and strengths listed in Schedule A to meet substantially the needs in the Territory, other than isolated, temporary shortages of less than 90 days if such shortage is not cured (other than by means of a reallocation of Licensed Products that has the effect of creating shortage elsewhere) with 90 days after written notice to MPP by BMS; (ii) the failure of MPP to comply with BMS's reasonable requests under Sections 5(b) through (c) of this License Agreement; (iii) any failure by the MPP of ensuring compliance with relevant OFAC regulations under Section 2.8 of this License Agreement; (iv) if in the reasonable opinion of BMS, control (through ownership or otherwise) or MPP changes; (b) either of BMS and MPP will have the right to terminate any Sublicense Agreement, upon delivery of written notice to the relevant Sublicensee(s) upon the occurrence of any of the following; (i) the occurrence of any material safety issue that BMS reasonably believes makes it inadvisable to proceed or continue with the commercialization of the Licensed Product in the Territory; (ii) without prejudice to Section 2.7(c), a cross-border diversion of the Licensed Compound and/or Licensed Products whereby any Sublicensee (directly or indirectly or through a Third Party, located in or out of the Territory) uses, offers for sale, sells, has sold Licensed Compound and/or Licensed Products for use in any country outside of the Territory; (iii) any failure by the Sublicensees to comply with the quality requirements under Section 6.2 of this License Agreement; (iv) the failure by the respective Sublicensee to file for registration all of the Licensed Products in the the Territory for all of the formulation and strengths listed in Schedule A within thirty (30) months of the Effective Date of each Sublicense Agreement Agreement; (v) the occurrence of a direct or indirect change of control of Sublicensee that has not been consented to by BMS and MPP in writing; and/or (vi) in the event of any serious or intentional violation of any laws and regulations or misappropriation of a Third Party’s intellectual property rights by a Sublicensee anywhere in the world, which in BMS’s and MPP’s judgment, may reflect unfavorably on BMS, MPP, their reputation or the Licensed Products.
Termination Right The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities.
Term; Termination; Rights on Termination The term of this Agreement shall begin on the date hereof and continue for three (3) years, and, unless terminated sooner as herein provided, shall continue thereafter on a year-to-year basis on the same terms and conditions contained herein in effect as of the time of renewal (such initial three year period and any extensions thereof being referred to herein as the "Term"). This Agreement and Employee's employment may be terminated in any one of the following ways:
Buyer’s Termination Right If, prior to Closing and the delivery of possession of the Property to Buyer in accordance with this Contract, (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Xxxxxxx Money Deposit, and any interest thereon, shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) in value.
CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be eff ected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity an d up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of t he ESC Region 8 and TIPS. Does vendor agree? Yes
Waiver of Termination Rights The Employee waives any and all rights to compensation or damages as a result of a Termination, insofar as those rights result or may result from: (a) the loss or diminution in value of such rights or entitlements under the Program; or (b) the Employee ceasing to have rights, or ceasing to be entitled to any Awards under the Program as a result of such Termination.
License Termination Customer may terminate the license for an ICA Program at any time on one month's written notice to IBM. For ICA Program licenses that Customer acquired for a one-time charge, replacement licenses may be acquired for an upgrade charge, if available. When Customer obtains licenses for these replacement ICA Programs, Customer agrees to terminate the license of the replaced ICA Programs when charges become due, unless IBM specifies otherwise. IBM may terminate Customer’s license if Customer fails to comply with the license terms. If IBM does so, Customer’s authorization to use the ICA Program is also terminated.
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.

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