Grounds for Early Termination Sample Clauses

Grounds for Early Termination. (a) This Agreement and all licenses granted hereunder may be terminated: (i) by either Licensor or the Fresenius Parties if the other party or parties shall have committed a "material breach or default" in the performance of its or their obligations hereunder; or (ii) by either Licensor or the Fresenius Parties if the other party shall discontinue business or become bankrupt or insolvent, or apply for, or consent to the appointment of a trustee, receiver or liquidator of assets, or seek relief under any reorganization bankruptcy, insolvency or similar law for the aid of debtors, or take or permit to be taken any action under any such laws. (b) As used in this Agreement, a "material breach or default" shall mean a material misstatement or omission in any representation or warranty of a party to this Agreement or a breach or default in the performance of any agreement, covenant or obligation of a party hereto which in any such case (i) deprives or will deprive the other party of any material rights or benefits conferred on, received by, or intended to be conferred on or received by, such other party pursuant to this Agreement, or by virtue of the collaborative efforts contemplated hereby, or (ii) diminishes or will diminish any of such rights or benefits in any material respect, and which in either case continues for a period of 60 days from the date written notice of such material breach or default is received by a party from the party claiming the existence of such material breach or default, provided that any payment default shall be curable within five (5) business days of a written notice of non-payment and of termination of this Agreement from the non- breaching party. Any late payment will bear interest from the date due until paid in full at a rate of twelve percent (12%) per annum.
Sample 1Sample 2
AutoNDA by SimpleDocs
Grounds for Early Termination. This Agreement may only be terminated in an ordinary way by termination of its term in
Sample 1
Grounds for Early Termination shall be entitled to collect the penalty clause of this Agreement and to claim any additional damages that such request may have caused.
Sample 1
Grounds for Early Termination will not cause the collection of the penalty clause nor the payment of any indemnity in favor of the Parties.
Sample 1
Grounds for Early Termination. 11.3.1 The AUTHORITY may at any time by notice in writing terminate any or all of the Services as from the date of service of such notice if: 11.3.1.1 there is a change of control, as defined by Section 416 of the Income and Corporation Taxes Xxx 0000, in the CONTRACTOR or its Parent Company; or 11.3.1.2 a judgment or order made against the CONTRACTOR is not complied with or set aside (or an application to set aside is not made) within twenty-one (21) days or an encumbrancer takes possession of the whole or any part of the undertaking, assets, rights or revenues having an aggregate value of more than fifty thousand pounds (£50,000) of the CONTRACTOR or of any goods having an aggregate value of more than fifty thousand pounds (£50,000) in the possession of the CONTRACTOR under any hire purchase, conditional sale, leasing, retention of title or similar agreement or a distress, distraint, execution or other process is levied or enforced upon any of the assets, rights, undertaking or revenues having an aggregate value of more than fifty thousand pounds (£50,000) of the CONTRACTOR or upon any goods having an aggregate value of more than fifty thousand pounds (£50,000) in the possession of the CONTRACTOR under any hire purchase, conditional sale, leasing, retention of title or similar agreement and is not discharged within twenty-one (21) days; or 11.3.1.3 the CONTRACTOR, being an individual, or where the CONTRACTOR is a firm, any partner or partners in that firm who together are able to exercise direct or indirect control, as defined by Section 416 of the Income and Corporation Taxes Xxx 0000, shall at any time become bankrupt or shall have a receiving order or administration order made against him or shall make any composition or arrangement with or for the benefit of his creditors, or shall purport to do so, including, without limitation, an individual voluntary arrangement pursuant to the Insolvency Xxx 0000 or stops or suspends payment of its debts or is unable to or admits inability to pay a debt within the meaning of Section 268 of the Insolvency Xxx 0000 or in Scotland he shall become apparently insolvent within the meaning of the Bankruptcy (Scotland) Xxx 0000 as amended by the Bankruptcy (Scotland) Xxx 0000 or any application shall be made under any bankruptcy or insolvency act for the time being in force for sequestration of his estate, or a trust deed shall be granted by him for behalf of his creditors, or any similar event occurs under the law of an...
Sample 1
Grounds for Early Termination. Each party may at any time by notice in writing terminate this Agreement as from the date specified in such notice if the other party passes a resolution, or the Court makes an order that such party be wound up otherwise than for the purpose of a bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of such party, or circumstances arise which entitle the Court or a creditor to appoint a receiver, manager or administrator or which entitle the Court, otherwise than for the purpose of a bona fide reconstruction or amalgamation, to make a winding-up order, or such party is unable to pay its debts within the meaning of Section 123 of the Insolvency Xxx 0000 or any similar event occurs under the law of any other jurisdiction.
Sample 1
Grounds for Early Termination. (a) This Agreement and all licenses granted hereunder may be terminated: (i) by either Licensor or the Fresenius Parties if the other party or parties shall have committed a "material breach or default" in the performance of its or their obligations hereunder; (ii) by either Licensor or the Fresenius Parties if the other party shall discontinue business or become bankrupt or insolvent, or apply for, or consent to the appointment of a trustee, receiver or liquidator of assets, or seek relief under any reorganization bankruptcy, insolvency or similar law for the aid of debtors, or take or permit to be taken any action under any such laws; or (iii) by the Fresenius Parties in the event of a change of control of Licensor (which, for purposes of this Article 16, shall be defined as sale of more than 50% of the outstanding voting securities of Licensor in one or more related transactions) as follows: in the event that Licensor receives any proposal of a Third Party to effect a change of control, Licensor shall provide the Fresenius Parties with prompt written notice thereof, and the Fresenius Parties shall have fifteen (15) days beginning on the first business day in Germany following receipt of such notice to provide Licensor with written notice of termination of this Agreement, contingent and effective upon the consummation of a change of control. In the event that the Fresenius Parties do not provide such termination notice within such fifteen (15) day period, the termination right set forth in this subsection (iii) with respect to such change of control shall expire and be of no further force or effect. (b) As used in this Agreement, a "material breach or default" shall mean a material misstatement or omission in any representation or warranty of a party to this Agreement or a breach or default in the performance of any agreement, covenant or obligation of a party hereto which in any such case (i) deprives or will deprive the other party of any material rights or benefits conferred on, received by, or intended to be conferred on or received by, such other party pursuant to this Agreement, or by virtue of the collaborative efforts contemplated hereby, or (ii) diminishes or will diminish any of such rights or benefits in any material respect, and which in either case continues for a period of 60 days from the date written notice of such material breach or default is received by a party from the party claiming the existence of such material breach or default, p...
Sample 1
AutoNDA by SimpleDocs

Related to Grounds for Early Termination

  • Early Termination In the absence of any material breach of this Agreement, should the Trust elect to terminate this Agreement prior to the end of the term, the Trust agrees to pay the following fees: a. all monthly fees through the life of the contract, including the rebate of any negotiated discounts; b. all fees associated with converting services to successor service provider; c. all fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider; d. all out-of-pocket costs associated with a-c above.

  • Payment on Early Termination Upon termination pursuant to Section 14 (Early Termination), District shall pay Contractor as follows: (i) If District terminates this Contract for its convenience under Section 14(a) or 14(b), then District must pay Contractor for work performed before the termination date if and only if Contractor performed in accordance with this Contract. District shall not be liable for any direct, indirect, or consequential damages. Termination by District shall not constitute a waiver of any other claim District may have against Contractor. (ii) If Contractor terminates this Contract under Section 14(c) due to District’s breach, then District shall pay Contractor for work performed before the termination date if and only if Contractor performed in accordance with this Contract. (iii) If District terminates this Contract under Sections 14(c) or 14(d) due to Contractor’s breach, then District must pay Contractor for work performed before the termination date less any setoff to which District is entitled and if and only if Contractor performed such work in accordance with this Contract.

  • Early Termination of the Employment Period Notwithstanding Section 1(b) hereof, the Employment Period shall end upon the earliest to occur of (i) a Termination For Cause, (ii) a Termination Without Cause, (iii) a Voluntary Termination, (iv) a Termination Due to Retirement, (v) a Termination Due to Disability, or (vi) a Termination Due to Death.

  • Automatic Early Termination provision of Section 6(a) will not apply to Party A and will not apply to Party B.

  • Early Termination Benefit If Early Termination occurs, the Bank shall distribute to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Article.

  • ISDA Early Termination Date Party A has the right to designate an Early Termination Date pursuant to Section 6 of the Agreement;

  • Payment upon Early Termination (a) Within three (3) calendar days after an Early Termination Effective Date, the Corporate Taxpayer shall pay to each TRA Party an amount equal to the Early Termination Payment in respect of such TRA Party. Such payment shall be made by wire transfer of immediately available funds to a bank account or accounts designated by such TRA Party or as otherwise agreed by the Corporate Taxpayer and such TRA Party or, in the absence of such designation or agreement, by check mailed to the last mailing address provided by such TRA Party to the Corporate Taxpayer.

  • Early Termination of Services Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. Recipient: Mead Johnson Nutrition (Spain) S.L. Provider: Bristol-Myers Squibb S.A. Point of Contact, Recipient: Leanne Metz Point of Contact, Provider: Loic Senechal Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

  • Early Termination of Agreement This agreement may be terminated at any time upon a thirty (30) day written notice from either party, and without fault or claim for damages by either party.

  • Orderly Termination Upon termination or other expiration of this Contract, each Party shall promptly return to the other Party all papers, materials, and other properties of the other held by each for purposes of execution of the Contract. In addition, each Party will assist the other Party in orderly termination of this Contract and the transfer of all assets, tangible and intangible, as may be necessary for the orderly, non-disruptive business continuation of each Party.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!