Non-Compliance with and Termination of this Agreement Sample Clauses

Non-Compliance with and Termination of this Agreement. 10.4.1 Each of the parties agrees to use its reasonable best efforts to bring about the satisfaction of the conditions required to be performed by it prior to and at the Effective Time, including, without limitation, compliance with the requirements of Section 8.3. 10.4.2 This Agreement may be terminated at any time prior to the Effective Time without any liability of any party to any other party notwithstanding approval by the Shareholders upon the occurrence of any of the following: 10.4.2.1 by the mutual agreement of the Company and Parent, provided such termination is set forth in writing executed by all parties; 10.4.2.2 by either Parent or the Company if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a nonappealable final order, decree or ruling or taken any other action have the effect of permanently restraining, enjoining or otherwise prohibiting the Exchange, Stock Transfer or the Merger (provided that the right to terminate this Agreement under this subsection shall not be available to any party who has not complied with its obligations under Section 8.3 and such noncompliance materially contributed to the issuance of any such order, decree or ruling or the taking of such action); 10.4.3 In the event of the termination of this Agreement pursuant to Section 10.4.2, this Agreement shall forthwith become void and there shall be no liability on the part of any party or any of its affiliates, directors, officers or shareholders except as set forth in Sections 5.12 and 6.6, 15.1 and 15.8 and nothing herein shall relieve any party from liability for any breach hereof.
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Non-Compliance with and Termination of this Agreement. This Agreement ----------------------------------------------------- may be terminated at any time prior to the Closing as follows: (a) by the mutual agreement of Stone and Ashland and City, provided such termination is set forth in writing executed by each Party; (b) by City, if any of the conditions specified in Section 6.1 hereof (other than the expiration or other termination of all applicable H-S-R waiting periods) shall not have been met by July 15, 1998 and shall not have been waived in writing by City; (c) by Stone or Ashland, if any of the conditions set forth in Section 7.1 hereof (other than the expiration or other termination of all applicable H-S-R waiting periods) shall not have been met by July 15, 1998 and shall not have been waived in writing by Stone; (d) if the Closing does not occur by July 15, 1998 for any reason. If this Agreement is validly terminated pursuant to this Section, this Agreement will forthwith become null and void, except that the provisions of Section 5.3 and Section 9.1 hereof will continue to apply following any such termination; provided, however, no Party will be relieved of any liability that such Party may have to any other Party by reason of such Party's breach of this Agreement.
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Non-Compliance with and Termination of this Agreement. (a) Each of the parties hereto agrees to use its reasonable best efforts to bring about the satisfaction of the conditions required to be performed by it hereunder prior to and at the Closing, including, without limitation, compliance with the requirements of Section 7.2 hereof. (b) This Agreement may be terminated at any time prior to the Closing without any liability of either party to the other: (i) by the mutual agreement of Purchaser and Seller, provided such agreement to terminate is set forth in a writing executed by both parties; (ii) by Purchaser if Purchaser reasonably determines that the timely satisfaction of any condition set forth in Section 8.1 has become impossible (other than as a result of any failure on the part of Purchaser to comply with or perform any covenant or obligation of Purchaser set forth in this Agreement); (iii) by Seller if Seller reasonably determines that the timely satisfaction of any condition set forth in Section 8.2 has become impossible (other than as a result of any failure on the part of Seller to comply with or perform any covenant or obligation set forth in this Agreement or in any other agreement or instrument delivered to Purchaser); (iv) by Purchaser if the Closing has not taken place on or April 30, 2000 (other than as a result of any failure on the part of Purchaser to comply with or perform any covenant or obligation of Purchaser set forth in this Agreement); (v) by Seller if the Closing has not taken place on or before April 30, 2000 (other than as a result of any failure on the part of Seller to comply with or
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Non-Compliance with and Termination of this Agreement. (a) Each of the parties hereto agrees to use its best efforts to bring about the satisfaction of the conditions required to be performed by it hereunder prior to and at the Closing, including, without limitation, compliance with the requirements of Section 6.2 hereof. (b) This Agreement may be terminated at any time prior to the Closing without any liability of either party to the other: (i) by the mutual agreement of BackWeb and the Seller, provided such termination is set forth in writing and executed by both parties; (ii) by BackWeb if BackWeb reasonably determines that the timely satisfaction of any condition set forth in Section 7.1 has become impossible (other than as a result of any failure on the part of BackWeb to comply with or perform any covenant or obligation of BackWeb set forth in this Agreement); (iii) by the Seller if the Seller reasonably determines that the timely satisfaction of any condition set forth in Section 7.2 has become impossible (other than as a result of any failure on the part of the Company to comply with or perform any covenant or obligation set forth in this Agreement or in any other agreement or instrument delivered to BackWeb); (iv) by BackWeb if the Closing has not taken place on or before _______, 2000 (other than as a result of any failure on the part of BackWeb to comply with or perform any covenant or obligation of BackWeb set forth in this Agreement).
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Non-Compliance with and Termination of this Agreement. (a) Each of the parties hereto agrees to use commercially reasonable efforts to bring about the satisfaction of the conditions required to be performed by it hereunder prior to and at the Closing, including, without limitation, compliance with the requirements of Section 6.2 hereof. (b) This Agreement may be terminated at any time prior to the Closing without any liability of either party to the other: (i) by the mutual agreement of Parent, Seller and Purchaser, provided, such termination is set forth in writing executed by all the parties; (ii) by Purchaser, if any of the conditions specified in Section 8.2 hereof shall not have been met by October 14, 2003 and shall not have been waived in writing by Purchaser, unless the failure to meet such conditions result primarily from Purchaser itself breaching any representation, warranty, or covenant contained in this Agreement; or (iii) by Parent and Seller, if any of the conditions set forth in Section 8.3 hereof shall not have been met by October 14, 2003 and shall not have been waived in writing by Parent and Seller, unless the failure to meet such conditions result primarily from Parent and/or Seller breaching any representation, warranty, or covenant contained in this Agreement.
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Non-Compliance with and Termination of this Agreement. (a) Each of the parties hereto agrees to use its reasonable efforts to bring about the satisfaction of the conditions required to be performed by it hereunder prior to and at the Closing, including, without limitation, compliance with the requirements of Section 5.3 hereof. (b) This Agreement may be terminated at any time prior to the Closing without any liability of any party to any other party: (i) by the mutual agreement of the Shareholder, the Company, and the Purchasers provided, such termination is set forth in writing executed by both parties; (ii) by the Purchasers, if any of the conditions specified in Section 7.2 hereof shall not have been met by August 31, 2000 and shall not have been waived in writing by the Purchasers; or (iii) by the Shareholder and the Company, if any of the conditions set forth in Section 7.3 hereof shall not have been met by August 31, 2000 and shall not have been waived in writing by the Shareholder.
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Non-Compliance with and Termination of this Agreement. Each of Amphora and Caliper agrees to use its best efforts to bring about the satisfaction of the conditions required to be performed by it hereunder as promptly as practicable. This Agreement may be terminated by Caliper at any time, upon written notice to Amphora, if Caliper reasonably determines that the first tranche of the Amphora Financing will not occur, or if the first tranche of the Amphora Financing has not closed on or prior to December 31, 2002.
Sample 1
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Non-Compliance with and Termination of this Agreement. (a) Each of the parties hereto agrees to use its reasonable efforts to bring about the satisfaction of the conditions required to be performed by it hereunder prior to and at the Closing, including, without limitation, compliance with the requirements of Section 6.2 hereof. (b) This Agreement may be terminated at any time prior to the Closing without any liability of any party to the other: (i) by the mutual agreement of the Purchaser, Terayon and the Seller, provided such termination is set forth in writing and executed by all parties; (ii) by the Purchaser or Terayon if the Closing has not taken place on or before April 15, 2000 (other than as a result of any failure on the part of the Purchaser or Terayon to comply with or perform any covenant or obligation of the Purchaser or Terayon set forth in this Agreement or in any other agreement or instrument delivered to Seller); (iii) by the Seller if the Closing has not taken place on or before April 15, 2000 (other than as a result of any failure on the part of the Seller to comply with or perform any covenant or obligation set forth in this Agreement or in any other agreement or instrument delivered to the Purchaser or Terayon);
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Related to Non-Compliance with and Termination of this Agreement

  • Term and Termination of this Agreement The term of employment of -------------------------------------- Executive (the "Term") pursuant to this Agreement shall commence on the date hereof and shall continue for a term of five (5) years from the date hereof (the "Term"). (a) Executive's employment hereunder shall be terminated during the Term upon the death or Disability of Executive. (b) Executive's employment hereunder may be terminated during the Term by the Company (i) with Cause at any time, and (ii) without Cause upon thirty (30) days written notice to Executive, provided that Executive shall immediately cease the performance of his duties hereunder if the Company shall so request following the date of such notice. In the event Executive's employment is terminated without Cause, the Company shall pay to Executive, as severance pay hereunder, an amount equal to the annual Base Salary paid to Executive at the Effective Date of Termination, which amount shall be paid in twelve (12) substantially equal monthly installments (less such deductions and withholdings as are required by law or the policies of the Company) commencing with the first day of the calendar month next following. (c) Upon termination of Executive's employment hereunder pursuant to subsection 4(a) or for Cause pursuant to subsection 4(b), or upon voluntary termination by Executive of Executive's employment hereunder, the Company shall have no further obligation to Executive or his personal representative with respect to remuneration due under this Agreement, except for Base Salary earned but unpaid at the Effective Date of Termination and, in the case of termination of employment under subsection 4(a), a pro rata portion (based on the number of days of the fiscal year of the Company in which such termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year. Payment of such bonus, if any, shall be made at such time as similar bonuses are paid to other executives of the Company with respect to such fiscal year. (d) If Executive's employment hereunder is terminated during the Term by the Company without Cause pursuant to subsection 4(b), the Company shall have no obligation to Employee with respect to renumeration due under this Agreement or such termination other than (i) Base Salary earned but unpaid at the Effective Date of Termination, and (ii) a pro rata portion (based on the number of days of the fiscal year of the Company in which the Effective Date of Termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year, and (iii) the severance pay described in subsection 4(b). Payment pursuant to clause (ii) of the preceding sentence shall be made when such bonuses are paid to other executive officers receiving bonus payments with respect to such fiscal year. (e) Notwithstanding anything to the contrary expressed or implied herein, the covenants and agreements of Executive in Sections 5 and 6 of this Agreement shall survive the termination of Executive's employment hereunder.

  • Duration and Termination of this Agreement This Agreement shall remain in force until March 1, 1998, and continue in force from year to year thereafter, but only so long as such continuance is specifically approved at least annually (a) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust, or by the vote of a majority of the outstanding voting securities of the Fund. The aforesaid requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder and any applicable SEC exemptive order therefrom. This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, by the vote of a majority of the outstanding voting securities of the Fund or by the Trust's Board of Trustees on 60 days' written notice to you, or by you on 60 days' written notice to the Trust. This Agreement shall terminate automatically in the event of its assignment. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that you or any of your officers or directors has taken any action which results in a breach of your covenants set forth herein.

  • TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT (a) This Agreement shall go into effect as to the Fund on the date set forth above and shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the Manager. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the Manager, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

  • Term and Termination of Agreement This Agreement shall terminate upon the earlier of termination of the Advisory Agreement or on expiration of the Expense Limit Period. The obligation of the Adviser under Section 1 of this Agreement and of the Trust under Section 2 of this Agreement shall survive the termination of the Agreement solely as to expenses and obligations incurred prior to the date of such termination.

  • Term and Termination of the Agreement 9.1. The Agreement shall enter into force upon its signing by the Parties and shall remain in full force and effect until the Parties have fully and properly fulfilled their obligations (including, unequivocally in the case the term of any other agreement associated with the Agreement exceeds the term of the Agreement). 9.2. In the cases and under the conditions stipulated by the Agreement and/or Legislation, it is possible to terminate the Agreement before expiration of its term in whole or in part:

  • Duration and Termination of Agreement This Agreement shall become effective with respect to each Portfolio on the later of (i) its execution and (ii) the date of the meeting of the Board of Trustees of the Trust, at which meeting this Agreement is approved as described below. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Trust or by a majority of the outstanding voting securities of each of the Portfolios, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Trust who are not interested persons (as defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement or (b) all the portfolios of the Trust. If any required shareholder approval of this Agreement or any continuance of the Agreement is not obtained, the Subadviser will continue to act as investment subadviser with respect to such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Subadviser or a different adviser or subadviser or other definitive action; provided, that the compensation received by the Subadviser in respect of such Portfolio during such period is in compliance with Rule 15a-4 under the Investment Company Act. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Trust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of such Portfolio, on sixty days' written notice to the Adviser and the Subadviser, or by the Adviser or Subadviser on sixty days' written notice to the Trust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in the Investment Company Act) or in the event the Advisory Agreement between the Adviser and the Trust terminates for any reason.

  • Non-compliance with the Clauses and termination The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

  • Amendment and Termination of Agreement (a) We may amend any provision of this Agreement by giving you written notice of the amendment. Either party to this Agreement may terminate the Agreement without cause by giving the other party at least thirty (30) days' written notice of its intention to terminate. This Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act). (b) In the event that (i) an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970 is filed against you; (ii) you file a petition in bankruptcy or a petition seeking similar relief under any bankruptcy, insolvency, or similar law, or a proceeding is commenced against you seeking such relief; or (iii) you are found by the SEC, the NASD, or any other federal or state regulatory agency or authority to have violated any applicable federal or state law, rule or regulation arising out of your activities as a broker/dealer or in connection with this Agreement, this Agreement will terminate effective immediately upon our giving notice of termination to you. You agree to notify us promptly and to immediately suspend sales of Portfolio shares in the event of any such filing or violation, or in the event that you cease to be a member in good standing of the NASD. (c) Your or our failure to terminate this Agreement for a particular cause will not constitute a waiver of the right to terminate this Agreement at a later date for the same or another cause. The termination of this Agreement with respect to any one Portfolio will not cause its termination with respect to any other Portfolio. 11.

  • Term of Agreement and Termination 2.1. This Agreement enters into effect at the time of acceptance of this Agreement. 2.2. This Agreement will terminate without any further notice in the event products offered under this Agreement have not been used during a period of two (2) years. 2.3. This Agreement may be terminated at any time by either party with 30 days written notice. 2.4. This Agreement may be terminated by SAS with immediate effect if the Company code is used for private purposes or if SAS has reasonable cause to believe that such or similar misuse has occurred or if the Company is put into bankruptcy, enters into liquidation or is otherwise deemed to be insolvent.

  • Duration and Termination of Agreement; Amendments (a) Subject to prior termination as provided in subparagraph (d) of this paragraph 9, this Agreement shall continue in force until July 31, 2001 and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (b) This Agreement may be modified by mutual consent of the Advisor, the Sub-Advisor and the Portfolio subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. (c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 9, the terms of any continuance or modification of this Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time on sixty (60) days' prior written notice to the other parties, terminate this Agreement, without payment of any penalty, by action of its Board of Trustees or Directors, or with respect to the Portfolio by vote of a majority of its outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.

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