Special Right of Termination. Notwithstanding anything herein to the contrary, but subject to the provisions of Section 3(a), within the one-year following the occurrence of a Change in Control (as defined below), the Executive may terminate his employment for any or no reason by delivering a written notice, similar to a Notice of Termination, to Main; and such termination will be deemed for all purposes to constitute a resignation for Good Reason. In such event, he will be entitled to the payments and benefits described in Section 6.
Special Right of Termination. 1. In the case of serious violations of the provisions of this contract, in particular against compliance with applicable data protection regulations, the client is granted a special right of termination. Further sanctions, in particular contractual penalties are excluded.
2. A serious breach shall, in particular, exist if the contractor has not materially fulfilled or has not fulfilled the obligations specified in this agreement.
3. In the case of insignificant infringements, the client shall set a reasonable deadline for the contractor to remedy the situation. If the remedy does not occur in time, the client is entitled to extraordinary termination as described in this section.
Special Right of Termination. Notwithstanding anything herein to the contrary, but subject to the provisions of Section 3(a), from the occurrence of the Change in Control event until the end of the one-year period following the consummation of the Change in Control (as defined below), the Executive may terminate his employment for any or no reason by delivering a Notice of Termination, to Main, specifying that the Notice is being given pursuant to this Section 5(c); and such termination will be deemed for all purposes to constitute a resignation for Good Reason. In such event, the Executive will be entitled to the payments and benefits described in Section 6.
Special Right of Termination. Company shall have the right to terminate this Agreement upon written notice to Licensor if the commercial value of the Xxxxxxxxx Identification is substantially reduced because Xxxxxxxxx (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within ninety (90) days; or (ii) fails an officially sanctioned drug test or is criminally convicted of any felony or drug related offense. Any termination pursuant to this paragraph shall become effective on the 30th day next following the date of receipt by Licensor of Company's written notice to so terminate.
Special Right of Termination. (a) Each Party can terminate this agreement at any time without complying with a notice period ("extraordinary termination") if there is a serious violation of another Party against data protection regulations or the stipulations of this agreement. A serious violation shall be deemed to exist in particular if one Party has to a great extent not fulfilled the obligations defined in this agreement, particularly the agreed technical and organizational measures.
(b) For insubstantial violations by one Party, the other Parties shall set a reasonable deadline for remedying the defect. If the remedying does not take place in good time, the Parties are also entitled to extraordinary termination.
(c) In case of extraordinary termination, the Party that is responsible for the termination is to reimburse the other Parties for all cost that are incurred due to the premature termination of the Main Contract or of this contract.
(d) Upon termination of the contractual relationship, the leaving Party shall either destroy the data processed or hand them over to the remaining Parties at the Parties’ option. All existing copies of the data shall also be destroyed. The destruction must be carried out in such a way that it is no longer possible to restore the data at a reasonable cost.
Special Right of Termination. 12.1 The Client may extraordinarily terminate the Principal Agreement and this Agreement at any time without notice if there is a serious breach by the Contractor of data protection regulations or the provisions of this Agreement, the Contractor can not or will not execute a lawful instruction from the Principal or the Contractor Inspection rights of the client are refused.
12.2 A serious breach exists in particular if the Contractor has not met to a significant extent or has not fulfilled the obligations specified in this Agreement, in particular the agreed technical and organizational measures.
12.3 In the case of insignificant infringements, the client shall set a reasonable deadline for the contractor to remedy the situation. If the remedy does not occur in time, the client is entitled to extraordinary termination as described in this section.
12.4 The contractor shall reimburse the client for all costs incurred as a result of the premature termination of the main contract or of this contract as a result of an extraordinary termination by the client.
Special Right of Termination. Irrespective of the foregoing regulations, a unique special right of termination is afforded the tenant for the first time after 18 months, that is, on 12/31/2009, in the event that the tenant relinquishes the location in Hanau. This special termination must take place in writing by registered mail, return receipt requested, with observance of a notice period of 12 months, that is, no later than l2/31/2008. The day of the postmark shall prevail for the timeliness.
Special Right of Termination. Company shall have the right to elect to terminate the Contract Period at any time if, in the Company's discretion, the Company determines in good faith that (a) the commercial value of the Player Identification is materially impaired by reason of the commission by Player of any act which shocks, insults, and offends the community and ridicules public morals and decency; (b) that the Player Identification no longer is materially beneficial to the Company's business and marketing plans.; provided, however, that the disability or death of Xxxx Xxxxxx alone shall not be deemed to diminish the value of the Player Identification to the Company under this Agreement; or (c) as provided in Paragraph 22(c) above for failure of the Licensor to protect the intellectual property rights associated with the Player Identification in the Contract Territory. Termination under this paragraph shall become effective on the thirtieth (30th) day next following the date of receipt by Licensor of Company's written notification of termination. Should Licensor disagree with Company as to the existence of a condition affording Company the right to so terminate the Contract Period, Licensor shall, within thirty
Special Right of Termination i. If at any time HSD believes in good faith that BCBSNC is using and/or exploiting the HSD Software or HSD Derivative Works in a manner or to an extent that exceeds the rights granted to BCBSNC with respect to such software under Paragraph 3 of the Software License Agreement, HSD may give notice of such belief to BCBSNC. Following its receipt of notice, BCBSNC shall have up to sixty (60) days to cure the situation by (A) demonstrating that BCBSNC is operating within the scope of the license or, (B) ceasing such use and/or exploitation of the software and, if applicable, demonstrating to HSD that BCBSNC is applying its reasonable best efforts to recover where practical or otherwise destroy within a commercially reasonable time all identifiable copies of the software in the possession of unauthorized third parties. In addition, where BCBSNC's Authorized Contractors or sublicensees are involved, BCBSNC shall, at its expense, take timely and appropriate actions, including if necessary, instituting legal actions, to terminate and/or restrain any such unauthorized use. If after due notice BCBSNC has not effected said cures or taken appropriate steps toward effecting said cures, within said cure period, or otherwise demonstrated to the satisfaction of HSD that BCBSNC or its sublicensees as the case may be are operating within the scope of the license, the matter shall proceed to the dispute resolution process set forth in Paragraph 30 and as further described in Paragraph 6.d.ii below, and BCBSNC or its sublicensees may elect to continue their disputed use of the software subject to the possibility that as a result of adjudication BCBSNC may be required to pay license fees in accordance with Paragraph 6.d.ii below and that the License Agreement may be terminated as provided in Paragraph 6.d.ii. below.
ii. If a dispute of the nature described in Paragraph 6.d.i above results in mediation pursuant to Paragraph 30, the parties shall cooperate in good faith with the mediator to try to agree upon the scope of BCBSNC's use and/or exploitation of the software as determined with respect to the terms of the grant of license in the Software License Agreement. If the parties cannot agree, the parties proceed with litigation and thereafter a court of competent jurisdiction determines that willfully, in bad faith, and on multiple separate occasions after notice from HSD, BCBSNC has used or exploited the HSD Software or HSD Derivative Works in a manner or to an extent that ex...
Special Right of Termination. In addition to its right set forth in Section 6.2, ArQule may terminate this Agreement by giving written notice of such termination to BBI if (a) the conditions for termination arise as set forth in Section 2.8, but only upon thirty (30) days’ prior notice and then only if within such thirty (30) day period, BBI is unable to identify a candidate with the training and experience reasonably necessary to serve as the Principal Investigator of the Research Program; or (b)
(i) BBI shall admit in writing its inability to pay its debts generally or make a general assignment for the benefit of creditors, (ii) any proceeding shall be instituted by or against BBI (which is not dismissed within sixty (60) days) seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of BBI or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for substantially all of its property; or (iii) BBI shall take any corporate action to authorize any of the actions set forth in Section 6.3 (b).
