Right to Terminate for Material Breach Sample Clauses

Right to Terminate for Material Breach. Each Party has the right, without prejudice to its other rights or remedies, to terminate this Agreement immediately, by written notice to the other Party if the other Party is in material breach of its obligations under this Agreement and either it fails to remedy that breach within sixty (60) days after receiving written notice from the other Party or that the breach is incapable of remedy; provided, however, that the Agreement shall be partially terminated with respect to the relevant Party and this Agreement shall remain in force between the non-breaching Parties.
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Right to Terminate for Material Breach. (a) In the event that Ascendis commits a material breach of any of the terms of this Agreement on its part to be performed or observed, Licensee shall have the right to terminate this Agreement, in whole or in part, by giving sixty (60) days’ written notice to Ascendis; provided, however, that in the case of a material breach capable of being remedied, if Ascendis shall remedy such material breach within sixty (60) days after the notice has been given, then the notice shall not be effective and the Agreement shall not terminate. (b) In the event that Licensee commits a material breach of any of the material obligations under Section 2.3, 7.1, 7.2 or 10 and such material breach causes material loss by Ascendis that exceeds [***] dollars ($[***]), Ascendis shall have the right to terminate this Agreement, in whole or in part, by giving ninety (90) days’ written notice to Licensee; provided, however, that if Licensee shall remedy such material breach or reduce such loss below [***] dollars ($[***]) within ninety (90) days after the notice has been given, then the notice shall not be effective and the Agreement shall not terminate.
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Right to Terminate for Material Breach. Each of the following shall be deemed a material breach of any of the STAC Terms, Supplement, Schedule and Agreement by Supplier, and Experian has the right, in its sole discretion, to terminate any of them, in whole or part: (a) Supplier’s material breach of any representation, warranty, covenant, duty, responsibility, or obligation if such breach is not curable, or if such breach is curable and is not cured within thirty (30) days, in each case following receipt of written notice of such breach; (b) Supplier’s failure to meet a date designated as a “Critical Milestone Date” in the Agreement without any opportunity to cure it being acknowledged that time is of the essence with respect to any such dates; (c) Supplier’s multiple non-material breaches of any of its representations, warranties, covenants, duties, responsibilities or obligations which collectively constitute a material breach and that are not all cured within thirty (30) days following receipt of written notice of the collective material breach (provided, that additional individual breaches by Supplier after the initial cure shall immediately give rise to a right to terminate without any cure period); or (d) Supplier’s failure to comply or perform with respect to any of the following (without any opportunity to cure except as authorized by Experian in writing in its sole discretion): Section 3.4 (Domestic Performance of the Services; Non-U.S. Use or Access), Section 5 (Confidentiality Obligations), or Section 8 (Representations and Warranties).
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Right to Terminate for Material Breach. A Party has the right to terminate the Agreement for cause, in whole or in part, effective upon the provision of written notice (i) if the other Party has materially breached the Agreement and the breaching Party fails to or is unable to cure the material breach within thirty (30) days following the date of the notifying Party’s provision of the written notice to the breaching Party of such material breach; or (ii) the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
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Right to Terminate for Material Breach. Either party may terminate this Agreement immediately without liability to the other and without prejudice to its other rights at any time by giving notice in writing to the other party: i. if the other party is in material breach of any of the terms of this Agreement which is not capable of remedy; ii. if the other party is in material breach of any of the terms of this Agreement and, where remediable, has failed to remedy that breach within 30 days of being notified in writing of it; iii. if the other party enters into liquidation (apart from solvent liquidation for the purposes of amalgamation or reconstruction), is dissolved, is declared bankrupt, has a receiver, administrator or administrative receiver appointed over all or part of its assets, enters into an arrangement with its creditors, or takes or suffers any action similar to those set out above; or iv. if the other party’s financial position deteriorates to such an extent that in the reasonable opinion of the other party its capability to adequately fulfil its obligations hereunder has been placed in jeopardy.
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Right to Terminate for Material Breach. Either Party (the “Non-breaching Party”) may (but is not required to and without limitation of any other right or remedy such Party may have) terminate this Agreement in its entirety in the event of a material breach of this Agreement by the other Party, if the other Party (the “Breaching Party”) has not cured such breach within [**] after notice thereof (such period, the “Notice Period”). Such notice will specify the alleged breach in sufficient detail to put the Breaching Party on notice and clearly state the Non-breaching Party’s intent to terminate if the alleged breach is not cured within the Notice Period. Notwithstanding the foregoing, (a) the Notice Period in connection with a material breach of a payment obligation under Article 8 shall be [**], and (b) with respect to an alleged material breach that, by its nature, is curable, but cannot be cured within the Notice Period, if the Breaching Party provides a written plan to cure such breach within the Notice Period and the Breaching Party reasonably promptly commences actions to cure such breach in accordance with such written plan, then the Notice Period shall be tolled for so long as the Breaching Party thereafter diligently continues such actions, for up to an additional [**].
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Right to Terminate for Material Breach with respect to a Target. Mersana may (but is not required to and without limitation of any other right or remedy such Party may have) terminate this Agreement solely with respect to a Target in the event a Target-Specific Material Breach occurs, if Xxxxxxx has not cured such breach within [**] after notice thereof (such period, the “Target-Specific Notice Period”). Such notice will specify the alleged breach in sufficient detail to put Xxxxxxx on notice and clearly state Mersana’s intent to terminate if the alleged breach is not cured within the Target-Specific Notice Period. Notwithstanding the foregoing, (a) the Target-Specific Notice Period in connection with a material breach of a payment obligation under Article 8 shall be [**], and (b) with respect to an alleged Target-Specific Material Breach that, by its nature, is curable, but cannot be cured within the Target-Specific Notice Period, if Xxxxxxx provides a written plan to cure such breach within the Target-Specific Notice Period and Xxxxxxx reasonably promptly commences actions to cure such breach in accordance with such written plan, then the Target-Specific Notice Period shall be tolled for so long as Xxxxxxx thereafter diligently continues such actions, for up to an additional [**]. A “Target-Specific Material Breach” means, with respect to a Target, a material breach by Xxxxxxx of its obligations under this Agreement relating to such Target that would constitute a material breach of this Agreement if such Target had been, at the time the material breach occurred, the only Target that was subject to this Agreement.
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Right to Terminate for Material Breach. If Business Associate is in material breach of this Schedule and does not cure the breach within a reasonable time (not to exceed thirty (30) days), then Covered Entity may terminate this Schedule and the applicable Data-Related Agreement that granted Business Associate access to PHI which gave rise to the breach. Termination of a Data-Related Agreement pursuant to this Section shall have no effect upon any right or obligation created by any other written agreement between Business Associate and Covered Entity, except as otherwise provided herein.
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Right to Terminate for Material Breach 
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Related to Right to Terminate for Material Breach

  • Termination for Material Breach Either Party (the “Terminating Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 10.3 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

  • Right to Terminate Either Party may unilaterally terminate this Annex by providing thirty (30) calendar days written notice to the other Party.

  • Our Right to Terminate We may terminate this Agreement and close your account at any time by giving you 30 days’ written notice; this right is in addition to any other rights to terminate this Agreement or close your account that we may have under this Agreement.

  • Your Right to Terminate You may also terminate this Client Agreement or close your Account at any time by giving us written notice. Your Account will be closed as soon as reasonably practicable after we have received notice, all open Positions are closed, Orders are cancelled, and all of your obligations are discharged.

  • BREACH; TERMINATION Customer/Project Sponsor may terminate this Agreement at any time in its sole discretion by providing notice to the Company not less than one hundred and eighty (180) days before such termination. In the event of breach of any material terms or conditions of this Agreement, if the breach has not been remedied within 30 days following receipt of written notice thereof from the other Party (provided that, if the breaching Party has commenced and is diligently pursuing efforts to cure such breach, then such 30-day period shall be extended until the earlier of (i) 30 additional days or (ii) end of diligent efforts to cure the breach), then the non-breaching party may terminate this Agreement by written notice at any time until cure of such breach occurs. In the event of any proceedings by or against either Party in bankruptcy, insolvency or for appointment of any receiver or trustee or any general assignment for the benefit of creditors (excluding, for the avoidance of doubt, an assignment in accordance with Article XI or other collateral assignment to obtain project financing), the other Party may terminate this Agreement. If the Customer/Project Sponsor increases the capability or the capacity of the Facility to exceed 4.999 MW, this Agreement shall immediately terminate. The Company shall not be liable to the Customer/Project Sponsor for damages resulting from a termination pursuant to this paragraph. If the Customer/Project Sponsor's generating equipment produces zero (0) kilowatt- hours during any period of twelve (12) consecutive Billing Periods after the Commercial Operation Date [Effective Date for existing resources] for a reason other than a force majeure event, the Company may terminate this Agreement.

  • Material Breach or Early Termination Section 9.1. EVENTS CONSTITUTING MATERIAL BREACH OF AGREEMENT. Applicant shall be in Material Breach of this Agreement if it commits one or more of the following acts or omissions: A. The Application, any Application Supplement, or any Application Amendment on which this Agreement is approved is determined to be inaccurate as to an material representation, information, or fact or is not complete as to any material fact or representation or such application; B. Applicant failed to have complete Qualified Investment as required by Section 2.5 of this Agreement; C. Applicant failed to create the number of Qualifying Jobs specified in Schedule C of the Application; D. Applicant failed to pay the average weekly wage of all jobs in the county in which District’s administrative office is located for all Non-Qualifying Jobs created by Applicant; E. Applicant failed to provide payments to District sufficient to protect the future District revenues through payment of revenue offsets and other mechanisms as more fully described in Article IV of this Agreement; F. Applicant failed to provide payments to the District that protect District from the payment of extraordinary education related expenses related to the project, as more fully specified in Article V of this Agreement; G. Applicant failed to provide such supplemental payments as more fully specified in Article VI of this Agreement; H. Applicant failed to create and Maintain Viable Presence on and/or with the qualified property as more fully specified in Article VIII of this Agreement; I. Applicant failed to submit the reports required to be submitted by Section 8.2 to the satisfaction of Comptroller on the dates indicated on the form; J. Applicant failed to provide the District or Comptroller with all information reasonably necessary for District or Comptroller determine whether Applicant is in compliance with its obligations, including, but not limited to, any employment obligations which may arise under this Agreement; K. Applicant failed to allow authorized employees of District, Comptroller, the Appraisal District, and/or the State Auditor’s Office to have access to Applicant’s Qualified Property and/or business records in order to inspect the project to determine compliance with the terms hereof or as necessary to properly appraise the Taxable Value of Applicant’s Qualified Property; L. Applicant failed to comply with a request by the State Auditor’s office to review and audit the Applicant’s compliance with the Agreement; M. Applicant has made any payments to the District or to any other person or persons in any form for the payment or transfer of money or any other thing of value in recognition of, anticipation of, or consideration for this Agreement for limitation on appraised value made pursuant to Chapter 313of the TEXAS TAX CODE, in excess of the amounts set forth in Articles IV, V and VI, of this Agreement; or N. Applicant fails either to: i. Implement a plan to remedy non-compliance as required by Comptroller pursuant to 34 TAC Section 9.1059; or ii. Pay a penalty assessed by Comptroller pursuant to 34 TAC Section 9.1059.

  • Material Breach A material breach for purposes of this Agreement shall include, but not be limited to: (a) Failure to timely furnish the documents described in Section 6 or the information requested by GO-Biz or the FTB relating to Taxpayer’s compliance with this Agreement. (b) Material misstatements in any information provided to GO-Biz as part of the application process and/or after this Agreement is signed. (c) Failure to materially satisfy applicable Milestones as set forth in Exhibit A, materiality of which shall be determined by GO-Biz, by the end of the last taxable year identified in Exhibit A. (d) Failure to maintain one or more Milestones for a minimum of three (3) subsequent taxable years after achieving the Milestone(s).

  • Right to Terminate Following Termination Event Sections 6(b)(ii)-(iv) are deleted in their entirety and replaced by the following:

  • Right to Terminate Sale In the event that the property as stated in the Proclamation of Sale is not the property as described under the security documents executed by the Assignor/Borrower or otherwise different from such property as assigned to the Assignee/Bank by the Assignor/Borrower, the Assignee/Bank shall be entitled to terminate the sale and the bidding deposit paid shall be refunded to the Successful Purchaser(s). The Successful Purchaser(s) shall have no claims whatsoever against the Assignee/Bank, their Solicitors or the Auctioneer or any compensation in respect thereof.

  • Licensee’s Right to Terminate Licensee may, at its option, without prejudice to any other remedies it may have, terminate this agreement by giving written notice of such termination to Licensor as follows: (a) immediately, in the event that Licensor abandons the Licensed Marks or otherwise ceases to support the Licensed Marks in Licensor's business; or (b) immediately in the event of the occurrence of a Bankruptcy with respect to Licensor; or (c) immediately in the event of an occurrence of termination pursuant to Section 13.2(d).

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