Right to extraordinary termination Sample Clauses

Right to extraordinary termination. If the violation of a protected legal position or of an environmental requirement is judged by BayernInvest to be very serious, if the implementation of the measures developed in the concept mentioned under 5.1 does not provide a remedy in the view of BayernInvest after expiry of the time specified in the concept mentioned under 5.1, if BayernInvest has no other mitigating means at its disposal and if increasing its influence does not appear promising, BayernInvest is entitled to terminate the business relationship extraordinarily.
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Right to extraordinary termination. The Controller may terminate the Principal Agreement, in whole or in part, without notice if the Processor fails to fulfil his obligations under this Agreement, intentionally or through gross negligence violates the provisions of the DS-GVO or other applicable data protection provisions, is unable or unwilling to execute an instruction given by the Controller, or opposes the Controller’s rights of control in a manner contrary to the contractual terms. In particular, failure to comply with the obligations agreed in this contract and derived from Art. 28 DS-GVO constitutes a serious infringement.
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Right to extraordinary termination. (1) The Controller may, at any time, terminate the Service Agreement and/or this Agreement without notice (‘extraordinary termination’) if a serious infringement of the Regulations or the provisions of this Agreement exists on part of the Processor, if the Processor cannot or will not execute the Controller’s legal instructions or if the Processor refuses to accept the Controller’s supervisory rights, in violation of this Agreement. (2) A serious breach shall, in particular, be deemed to have occurred if the Processor has not substantially fulfilled or failed to fulfil the obligations laid down in this Agreement, in particular the technical and organisational measures. (3) For insignificant breaches, the Controller shall provide the Processor with a reasonable period of time, not to exceed thirty (30) days, to remedy the situation. Should the situation not be remedied in such period of time, the Controller shall be entitled to extraordinary termination as stipulated here.
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Right to extraordinary termination. 1. The Controller may, at any time, terminate this contract without notice (“extraordinary termination”) if a serious infringement of data protection regulations or the provisions of this contract exists on part of the Processor, if the Processor cannot or will not execute the client’s legal instructions or if the Processor refuses to accept the Controller’s supervisory rights, in violation of this contract. 2. A serious breach shall, in particular, be deemed to have occurred if the Processor has not substantially fulfilled or failed to fulfil the obligations laid down in this agreement, in particular the technical and organisational measures. 3. For insignificant breaches, the Controller shall provide the Processor with a reasonable period of time to remedy the situation. Should the situation not be remedied in good time, the Controller shall be entitled to extraordinary termination as stipulated here.
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Right to extraordinary termination. (1) The client may terminate the cooperation in whole or in part without notice if the contractor fails to fulfil its obligations under this contract, if it violates provisions of the GDPR through intent or gross negligence, or if it cannot or does not intend to carry out an instruction issued by the client. For simple infringements – those that are neither intentional nor grossly negligent – the client shall set a reasonable deadline for the contractor to stop the infringement.
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Right to extraordinary termination. 4.1 The Landlord may terminate the tenancy with immediate effect, without the need to give notice, for an essential reason, in particular if: a) the Tenant is in arrears with any payment obligations to the equivalent of an amount in excess of two monthly rent payments including the ancillary costs prepayment and VAT where applicable; b) the Tenant is in arrears with the provision of the security deposit after a single warning, for a period in excess of one month; c) the Tenant becomes insolvent or initiates extrajudicial composition proceedings or d) if insolvency proceedings are not initiated due to insufficiency of assets.
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Right to extraordinary termination. (1) The Controller may, at any time, terminate the Master Contract and this contract without notice (‘extraordinary termination’) if a serious infringement of data protection regulations or the provisions of this contract exists on part of the Processor, if the Processor cannot or will not execute the client’s legal instructions or if the Processor refuses to accept the Controller’s supervisory rights, in violation of this contract. (2) A serious breach shall, in particular, be deemed to have occurred if the Processor has not substantially fulfilled or failed to fulfil the obligations laid down in this agreement, in particular the technical and organisational measures. (3) For insignificant breaches, the Controller shall provide the Processor with a reasonable period of time to remedy the situation. Should the situation not be remedied in good time, the Controller shall be entitled to extraordinary termination as stipulated here. (4) The Processor shall reimburse the Controller all costs arising from the premature termination of the Master Contract or this contract as a result of the Controller exercising his/her right to an extraordinary termination.
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Right to extraordinary termination. (1) The Principal may terminate this Agreement at any time without notice (“extraordinary termination”) if the Contractor has seriously violated the data protection regulations or the provisions of this Agreement, the Contractor is unable or unwilling to execute a lawful instruction from the Principal, or the Contractor is in breach of contract by refusing to follow the Principal’s controlling rights. (2) A serious violation shall apply in particular if the Contractor does not fulfil or has not fulfilled the agreed technical and organizational measures specified in this Agreement to a substantial extent. (3) In the case of insubstantial violations, the Principal shall set the Contractor a reasonable period of notice for remedial action. If the remedial action does not take place in time, the Principal shall be entitled to extraordinary termination, as described in this Section.
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Related to Right to extraordinary termination

  • Extraordinary Termination This Agreement shall be deemed to be terminated in the case of the sale of the Vessel or if the Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss or is requisitioned.

  • Vendor’s Termination If TIPS fails to materially perform pursuant to the terms of this Agreement, Vendor shall provide written notice to TIPS specifying the default (“Notice of Default”). If TIPS does not cure such default within thirty (30) days, Vendor may terminate this Agreement, in whole or in part, for cause. If Vendor terminates this Agreement for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience.

  • Termination Upon a Change in Control If Executive’s employment with the Employer is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Employer shall provide Executive the following benefits: (i) On the sixtieth (60th) day following the Termination Date, the Employer shall pay Executive a lump sum payment in an amount equal to the Severance Amount. (ii) Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits provided in Section 4(e).

  • Termination Upon a Change of Control (a) In the event a Change of Control (as defined below) occurs, and within 24 months after such Change of Control: (i) your employment with the Company is terminated by you pursuant to a Termination for Good Reason (as defined below); or (ii) your employment with the Company is terminated by the Company for any reason other than death, disability or for Cause pursuant to Sections 9(a), (b) or (c); or (iii) this Agreement is not renewed due to a Termination Notice given by the Company, as provided in Section 1(a), (the events under clauses (i), (ii) and (iii) herein collectively called a "Change of Control Termination"), you shall be entitled to receive the payments and benefits set forth in Section 10(e) and (f) below, which payments and benefits shall be in substitution for, and not in addition to, the payments and benefits otherwise payable under Section 2(a) or 2(b) of this Agreement in the event of termination. Your right to receive such payments and benefits, other than the Accrued Obligations, shall be in consideration of your agreements under this Agreement, including but not limited to your agreement not to compete with the Company for two years after a Change of Control pursuant to Section 6, and shall be conditioned upon your execution of a Release. Such Release shall be substantially in the form of Exhibit A but may be modified by the Company as it deems appropriate to reflect changes in law or circumstances arising after the date of this Agreement; provided that no such modification shall increase any of your obligations to the Company over those contemplated by this Agreement, including Exhibit A hereto. (b) For purposes of the Agreement, a "Change of Control" shall be deemed to have occurred if: (i) any person (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and as used in Sections 13(d) and 14(d) thereof)), excluding the Company, any subsidiary and any employee benefit plan sponsored or maintained by the Company or any subsidiary (including any trustee of any such plan acting in his capacity as trustee), but including a "group" as defined in Section 13(d)(3) of the Exchange Act, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of shares of the Company having at least 30% of the total number of votes that may be cast for the election of directors of the Company; (ii) the shareholders of the Company shall approve any merger or other business combination of the Company, sale of all or substantially all of the Company's assets or combination of the foregoing transactions (a "Transaction"), other than a Transaction involving only the Company and one or more of its subsidiaries, or a Transaction immediately following which the shareholders of the Company immediately prior to the Transaction continue to have a majority of the voting power in the resulting entity (excluding for this purpose any shareholder of the Company owning directly or indirectly more than 10% of the shares of the other company involved in the Transaction) and no person is the beneficial owner of at least 30% of the shares of the resulting entity as contemplated by Section 10(b)(i) above; or (iii) within any 24-month period beginning on or after the date hereof, the persons who were directors of the Company immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board of Directors of the Company or the board of directors of any successor to the Company, provided that any director who was not a director as of the date hereof shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually or by prior operation of this Section 10(b)(iii), unless such election, recommendation or approval was the result of an actual or threatened election contest of the type contemplated by Regulation 14a-11 under the Exchange Act or any successor provision. Notwithstanding the foregoing, no Change of Control of the Company shall be deemed to have occurred for purposes of this Agreement by reason of any actions or events in which you participate in a capacity other than in your capacity as an executive or director of the Company.

  • 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.

  • Termination Apart from Change of Control In the event the Employee’s employment is terminated for any reason, either prior to the occurrence of a Change of Control or after the twelve (12) month period following a Change of Control, then the Employee shall be entitled to receive severance and any other benefits only as may then be established under the Company’s (or any subsidiary’s) then existing severance and benefits plans or pursuant to other written agreements with the Company.

  • Termination for Change of Control This Agreement may be terminated immediately by SAP upon written notice to Provider if Provider comes under direct or indirect control of any entity competing with SAP. If before such change Provider has informed SAP of such potential change of control without undue delay, the Parties agree to discuss solutions on how to mitigate such termination impact on Customer, such as stepping into the Customer contract by SAP or by any other Affiliate of Provider or any other form of transition to a third party provider.

  • Termination for Cause or Voluntary Termination If the Executive’s employment terminates pursuant to Section 6(c) [For Cause] or Section 6

  • Termination for Cause; Voluntary Termination (a) The Company may terminate the Executive’s employment hereunder at any time for Cause upon written notice to the Executive. The Executive may voluntarily terminate his employment hereunder at any time without Good Reason upon sixty (60) days prior written notice to the Company; provided, however, the Company reserves the right, upon written notice to the Executive, to accept the Executive’s notice of resignation and to accelerate such notice and make the Executive’s resignation effective immediately, or on such other date prior to Executive’s intended last day of work as the Company deems appropriate. It is understood and agreed that the Company’s election to accelerate Executive’s notice of resignation shall not be deemed a termination by the Company without Cause for purposes of Section 4.1 of this Agreement or otherwise or constitute Good Reason (as defined in Section 4.1) for purposes of Section 4.1 of this Agreement or otherwise. (b) If the Executive’s employment is terminated pursuant to Section 4.2(a), the Executive shall, in full discharge of all of the Company’s obligations to the Executive, be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide to the Executive, the following (collectively, the “Accrued Obligations”): (i) the Executive’s earned, but unpaid, Base Salary through the final date of the Executive’s employment by the Company (the “Termination Date”), payable in accordance with the Company’s standard payroll practices; (ii) the Executive’s accrued, but unused, vacation (in accordance with the Company’s policies); (iii) expenses reimbursable under Section 3.2 above incurred on or prior to the Termination Date but not yet reimbursed; and (iv) any amounts or benefits that are vested amounts or vested benefits or that the Executive is otherwise entitled to receive under any plan, program, policy or practice (with the exception of those, if any, relating to severance) on the Termination Date, in accordance with such plan, program, policy, or practice.

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date: (a) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) other than in a “Non-Control Acquisition” (as defined below) by any “Person” (as the term “person” is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, (the “1934 Act”)) which results in such Person first attaining “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the 0000 Xxx) of fifty-one percent (51%) or more of the combined voting power of the Company’s then outstanding Voting Securities. For purposes of the foregoing, a “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), or (ii) the Company or any Subsidiary.

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