Term Termination Amendment and Waiver Sample Clauses
The 'Term, Termination, Amendment and Waiver' clause defines the duration of the agreement, the conditions under which it can be ended, and the procedures for making changes or waiving rights under the contract. Typically, it specifies when the contract starts and ends, outlines how either party can terminate the agreement (such as for breach or with notice), and sets out the formal requirements for amending the contract or waiving any provisions, often requiring written consent. This clause ensures both parties understand how long their obligations last, how they can exit or modify the agreement, and under what circumstances exceptions may be made, thereby providing clarity and flexibility while managing risk.
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Term Termination Amendment and Waiver. This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.
Term Termination Amendment and Waiver. Section 7.1 Term 85 Section 7.2 Termination 85 Section 7.3 Expenses and Termination Payments 87 Section 7.4 Amendment 90 Section 7.5 Waiver 90
Term Termination Amendment and Waiver. 8.1 Term 8.2 Termination 8.3 Amendment
Term Termination Amendment and Waiver. 8.1. TermThis Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.
8.2. TerminationThis Agreement may be terminated:
(i) at any time prior to the Effective Time by mutual written agreement of SRx and P▇▇▇▇▇;
(ii) by either SRx or Parent, if:
(A) the Effective Time shall not have occurred on or before the Outside Date, except that the right to terminate this Agreement under this Section 8.2(a)(ii)(A) shall not be available to any Party whose failure to fulfill any of its obligations or breach any of its covenants, representations and warranties under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before the Outside Date; provided however, that if completion of the Arrangement is delayed by (i) an injunction or order made by a Governmental Entity of competent jurisdiction, or (ii) Parent or SRx not having obtained any Key Regulatory Approval or the Interim Order or the Final Order which is necessary to permit the completion of the Arrangement such that the conditions set forth in Section 6.1(a), 6.1(b) or 6.1(h) shall not have been satisfied or waived then, provided that such injunction or order is being contested or appealed or such regulatory waiver, consent or approval or the Interim Order or the Final Order is being actively sought, as applicable, the Outside Date shall automatically be extended for an additional period of thirty (30) days;
(B) after the date of this Agreement, any Governmental Entity of competent jurisdiction shall have issued an order, decree or ruling or there shall be enacted or made any applicable Law that makes consummation of the Arrangement illegal or otherwise prohibited or otherwise restrains, enjoins or prohibits SRx or Parent, AcquireCo or CallCo from consummating the Arrangement (unless such order, decree, ruling or applicable Law has been withdrawn, reversed or otherwise made inapplicable) and such order, decree, ruling or applicable Law or enjoinment shall have become final and non-appealable;
(C) the SRx Securityholder Approval shall not have been obtained at the SRx Meeting (at which a vote was held) in accordance with applicable Law and the Interim Order;
(D) the Parent Shareholder Approval Matters shall not have been approved at the Parent Meeting (at which a vote was held) in accordance with applicable Law; or
(E) as of the date of the SRx Meeting, the conditi...
Term Termination Amendment and Waiver. 62 ARTICLE 9 GENERAL PROVISIONS 67 SCHEDULE A PLAN OF ARRANGEMENT ..................................................................................... A-1 SCHEDULE B GMIN ARRANGEMENT RESOLUTION................................................................... B-1 SCHEDULE C REUNION GOLD ARRANGEMENT RESOLUTION................................................ C-1 SCHEDULE D REPRESENTATIONS AND WARRANTIES OF GMIN............................................ D-1 SCHEDULE E REPRESENTATIONS AND WARRANTIES OF REUNION GOLD ......................... E-1 SCHEDULE F SPINCO ASSETS...................................................................................................... F-1 SCHEDULE G ▇▇ ▇▇▇▇▇▇ NEW INVESTOR RIGHTS AGREEMENT ........................................G-1 SCHEDULE H SPINCO INVESTOR RIGHTS TERM SHEET .......................................................... H-1 AND: AND:
Term Termination Amendment and Waiver. 7.1 Term 27 7.2 Termination 27 7.3 Termination Payment 29 7.4 Effect of Termination 30 7.5 Amendment 31 7.6 Waiver 31
8.1 Advisors 31 8.2 Public Statements 31 8.3 Confidentiality 31 8.4 Notices 32 8.5 Severability 33 8.6 Contra Proferentum 33 8.7 No Third Party Beneficiaries 33 8.8 Entire Agreement, Assignment and Governing Law 33 8.9 Counterparts 34
Term Termination Amendment and Waiver. 7.1 Term 27 7.2 Termination 27
Term Termination Amendment and Waiver. 54 ARTICLE 8 GENERAL PROVISIONS 60 SCHEDULES Schedule “C” - SKYE RESOLUTION THIS AGREEMENT is made as of May 11, 2022, BETWEEN: EMERALD HEALTH THERAPEUTICS, INC., a corporation existing under the laws of the Province of British Columbia,
Term Termination Amendment and Waiver. 9.1 Term 38 9.2 Termination 38 9.3 Termination Payment 39 9.4 Effect of Termination 40 9.5 Remedies 41
Term Termination Amendment and Waiver