Reasons for Termination by Xxxxxx Sample Clauses

Reasons for Termination by Xxxxxx. Upon occurrence of any event set forth in this Clause 19.1, a non-breaching Party may exercise its rights set out in Clause 19.3, and this Contract shall terminate upon completion of the non-breaching Party’s buy-out set forth in Clause 19.3: (a) if (i) a Party breaches this Contract; (ii) such breach (1) materially defeats the economic objectives of the Company, or (2) creates a material loss to the non- breaching Party, or (3) materially and adversely affects the value of the non- breaching Party's interest in the Company, or (4) involves a material non- compliance with relevant laws; (iii) the non-breaching Party serves on the breaching Party within thirty (30) days of the non-breaching Party becoming first aware of the breach a written notice citing such breach in reasonable detail; and (iv) such breach is not cured by the breaching Party within (20) Business Days of receipt by the breaching Party of the non-breaching Party’s notice (any such cure not to absolve or waive any liability of the breaching Party for any losses or liabilities already suffered or incurred); or (b) if a Party transfers part or all of its equity interest in the registered capital of the Company in violation of the provisions of this Contract and a non-breaching Party serves on the other Party a written notice of termination.
Sample 1
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Related to Reasons for Termination by Xxxxxx

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement through no fault of its own then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon. Upon delivering such notice, the obligation of the affected party, so far as it is affected by such Force Majeure as described, shall be suspended during the continuance of the inability then claimed but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. In the event that Vendor’s obligations are suspended by reason of Force Majeure, all TIPS Sales accepted prior to the Force Majeure event shall be the legal responsibility of Vendor and the terms of the TIPS Sale Supplemental Agreement shall control Vendor’s failure to fulfill for a Force Majeure event.

  • Survival The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

  • Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • NOW, THEREFORE the parties hereto agree as follows:

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