Limited Termination Right Sample Clauses

Limited Termination Right. This is a fixed term employment contract. The Company’s only right to terminate this Agreement shall be for “Cause” as defined in the Amended and Restated Target Corporation Long Term Incentive Plan (as amended and restated effective September 1, 2017). Executive may terminate her employment voluntarily at any time. Upon such a for-Cause termination or voluntary termination by Executive, each of the Company and Executive will be released from any and all further obligations under this Agreement except for: (i) accrued base salary and benefits owing to Executive through the Agreement End Date; and (ii) the parties respective obligations under Sections 8, 9 and 10 hereof, which shall survive any termination of this Agreement.
Sample 1
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Limited Termination Right. (a) If the whole of the Premises shall be permanently taken by condemnation or other eminent domain proceedings pursuant to any Applicable Law, general or special, or by conveyance made in response to the threat of the exercise of such a right (a “Taking”), or if a substantial and material portion of the Premises is taken such that neither Tenant nor the applicable Operating Subtenant is able to operate all of the Facilities in substantially the same manner as it was operated prior to the Taking, then on the earlier of the date of the vesting of title to the Premises or the date of taking of possession of the Premises (the “Ending Date”): (i) this Lease shall terminate, (ii) all Rent required to be paid by Tenant under this Lease shall be pro-rated up to such date, (iii) Landlord shall be entitled to any and all awards in connection with such condemnation on account of Landlord’s fee simple interest in the Land and the Buildings, with such proceeds going first to pay any outstanding amounts owed to Mortgagee, and (iv) Tenant shall be entitled to receive any and all awards on account of Tenant’s Personal Property, moving expenses and interruption of or damage to Tenant’s or the affected Operating Subtenant’s business, with such proceeds going first to pay any outstanding amounts owed to Mortgagee. Upon such termination, this Lease shall be of no further force and effect, except that any obligation or liability of either party, actual or contingent, under this Lease which has accrued on or prior to the Ending Date shall survive and any prepayment of Rent shall be prorated between the parties. In the event of a partial Taking that results in the reduction of the number of licensed beds at a Facility, the terms and conditions of this Lease that are determined based upon the number of licensed beds shall be adjusted downward to account for the number of licensed beds at the Facilities that are the subject of the Taking, and such reduction shall be the basis for a proportionate reduction in Base Rent, but shall not be the basis for an Event of Default. (b) If there shall be a Taking of the entire Premises for a particular Facility or of a substantial and material portion of the Premises for a particular Facility such that neither Tenant nor the affected Operating Subtenant is able to operate such Facility in substantially the same manner as it was operated prior to the Taking, then on the Ending Date for such particular Facility; (i) the Premises for such Facili...
Sample 1
Limited Termination Right. Notwithstanding anything contained herein to the contrary, if (a) the Company (or a subsidiary thereof) has not entered into a definitive and binding credit agreement and all related definitive and binding documentation (collectively, the “Credit Documentation”) providing for or containing, as applicable, (i) a loan to the Company or a subsidiary thereof from [redacted] in an aggregate principal amount of at least $542,445,773.76 and (ii) terms and conditions that are consistent in all material respects with those set forth in the summary of key terms exchanged between the parties prior to the execution of this Agreement, or (b) the closing of the transactions contemplated thereby, in each case shall not have occurred on or before September 29 2023, then this Agreement shall, effective at 11:59 p.m., Eastern Standard Time, on September 29, 2023 (such date and time, the “Termination Time”), terminate and cease to be of any further force and effect, without liability or obligation of any party hereto or any Affiliate thereof. The Company shall, and shall cause its Affiliates to, use commercially reasonable efforts to enter into the Credit Documentation and consummate the transactions contemplated hereby and thereby, in each case prior to the Termination Time, and the Icahn Parties shall, and shall cause their Affiliates to, use commercially reasonable efforts to consummate the transactions contemplated hereby.
Sample 1
Limited Termination Right. Tenant's right to terminate the Lease as set forth in paragraph 3 of the March 27, 1995 Amendment is terminated. Tenant may not terminate the Lease as to Bay 4 or Bay 5. However, Tenant, on three (3) months prior notice to Landlord, and the payment of the next three (3) months rent due in connection with Bay 6 pursuant to this Amendment No. 3, may terminate this Lease as to Bay 6 only.
Sample 1
Limited Termination Right. If Synacor through no fault of Client is unable or unwilling to (i) integrate a particular Programmer for which Client has requested TV Everywhere Services, or (ii) develop the SES to authenticate and authorize users for the purpose of TV Everywhere to view Programmer Content within other Client applications and/or on other Client web sites (provided that for any non-standard integration, such development may be subject to a reasonable, mutually agreed upon fee), then within thirty (30) days after Synacor has so notified Client or 90 days after Client has requested such development, whichever is earlier, Client shall have the right to terminate this Amendment by delivering written notice thereof to Synacor. Such termination will become effective thirty (30) days after Synacor’s receipt of the termination notice.
Sample 1
Limited Termination Right. Except as provided in Sections 10.5.2, 10.5.3(a), 10.5.3(c), 14.2.1, 14.2.2(b), 14.2.3 and 14.5(b)(iii), this Agreement may not be terminated, in whole or in part, unless termination (including any equitable remedies such court may fashion) is finally determined to be an appropriate remedy by a court of competent jurisdiction and only if such court finds that (a) the breaching Party has materially breached this Agreement and (b) that money damages and the remedies provided for elsewhere in this Agreement with respect to such breach, if any, are not sufficient; provided, however, that any breach by a Party that is manufacturing a Product or MDX-1379 under this Agreement, with respect to such manufacture, shall not give rise to a right to terminate this Agreement, but instead shall be limited to the right to terminate such manufacture, including the right of such Party to be the Lead Manufacturing Party, as provided in Section 14.2.4; and provided further that (i) any breach by a Party pursuant to Section 5.5.6, except as otherwise provided therein and in Sections 14.2.2(b) and 14.5(b)(iii), and (ii) any breach by Medarex or any of its Affiliates of Section 10.5, in each case ((i) and (ii)) shall not give rise to a right to seek termination of this Agreement, in whole or in part, under this Section 14.8.
Sample 1
Limited Termination Right. (a) Customer shall have a limited right to terminate this Agreement in the event that the port of any of Customer's "Backbone Circuits": (i) fails to meet the applicable Service Specifications for a consecutive period of twelve (12) hours. (ii) fails to meet the applicable Service Specifications for a cumulative period totaling sixteen (16) hours or more within any consecutive thirty (30) day period. (iii) And provided that an acceptable work around has not been established to restore the failed Service.
Sample 1
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Limited Termination Right. At anytime during the Lease term, Lessee shall have the right to terminate this Lease upon twelve (12) months’ prior written notice to Lessor (the “Termination Notice”). Lessee shall continue to pay monthly rent at the applicable monthly rate during such twelve (12) month notice period. After receipt of the Termination Notice, Lessor may terminate Xxxxxx’s continued occupancy of the Premises upon one hundred twenty (120) days’ written notice to Xxxxxx.
Sample 1

Related to Limited Termination Right

  • 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.

  • 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.

  • 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;

  • Landlord’s Termination Right Whether or not the Premises are affected, Landlord may, by notice to Tenant, within 60 days following the date upon which Landlord receives notice of the Taking of all or a portion of the Real Property, the Building or the Premises, terminate this Lease, provided that Landlord elects to terminate leases (including this Lease) affecting at least 50% of the rentable area of the Building.

  • 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:

  • 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.

  • 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

  • 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.

  • 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.

  • Voluntary Termination; Termination for Cause If Executive’s employment with the Company terminates voluntarily by Executive or for “Cause” by the Company, then (i) all vesting of the Option will terminate immediately and all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned), and (ii) Executive will only be eligible for severance benefits in accordance with the Company’s established policies as then in effect.

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