Termination 4 Sample Clauses

Termination 4. 1 This Agreement may be terminated at any time prior to the Closing: (a) by mutual written consent of Seller and Purchaser; (b) by Seller, if the Closing has not occurred by 5:00pm (Eastern time) on the Closing Date; or (c) by Purchaser if, during the Due Diligence Period, Purchaser discovers invalidating prior art or some other issue that would have a material adverse effect on Purchaser's ability to assert, enforce and/or license the patents ("Material Adverse Issue"), provided however, Purchaser must first notify Seller in writing within two (2) business days of when it discovers what it considers to be a Material Adverse Issue, and both Purchaser and Seller shall then meet within three (3) business days of such notice to discuss Purchaser's perceived Material Adverse Issue in attempt to detern1ine whether such issue is, in fact, a Material Adverse Issue. If, after commercially reasonable discussions and efforts, the parties cannot resolve the issue or otherwise agree in good faith that the issue is not a Material Adverse Issue, Purchaser can then terminate this Agreement by written notice to Seller. 5.CLOSING CONDITIONS 5.1 Conditions to Purchaser's Obligation to Close. Purchaser's obligation to consummate the transactions contemplated hereby is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) The representations and warranties of Seller set forth in Section 7.1 hereof, without giving effect to any materiality qualifications therein, shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date).
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Termination 4. 1 This Agreement shall terminate upon the expiration of the term under Paragraph 3, unless earlier terminated pursuant to Paragraph 4.2, 4.3, or 4.8 hereof.
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Termination 4. 6.1 For Cause 4 6.2 Without Cause 4 6.3 For Good Reason 4 6.4 Resignation 4 6.5 Death or Disability 5 6.6 Retirement 5 7.1 Cause 5 7.2 Good Reason 6 7.3 Disability 7 7.4 Change in Control 7 7.5 Termination of Employment 8
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Termination 4. 1 This Agreement shall terminate as expressly provided in this Agreement unless earlier terminated as follows: (a) by written agreement of the parties; or (b) by withdrawal of a party to this Agreement, the effective date of such withdrawal to be at least 7 days after notice of the withdrawal has been given by the withdrawing party. Any withdrawal under this provision shall not relieve the withdrawing party of its share of expenses and obligations (whether such accrue before or after such withdrawal) arising out of duties, obligations and liabilities assumed prior to such withdrawal; or (c) by the failure of a party to perform its obligations or pay its portion of expenses as required by this Agreement. Upon such event the party who is not in default may give notice to the defaulting party, which notice shall specify details of such failure. If within 30 days after receipt of such notice the defaulting party has not cured such failure or begun corrective action to cure such failure then the party who is not in default may terminate this Agreement by giving written notice of such termination to the defaulting party and the defaulting party shall be deemed to have withdrawn from this Agreement pursuant to paragraph (b) of this section 4. 1. Any default under this provision shall not relieve the defaulting party of its share of expenses and obligations (whether such accrue before or after such default) arising out of duties, obligations and liabilities assumed prior to such default. 5.
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Termination 4. 1 Termination This Agreement shall remain in full force and effect until the earliest of: (a) the Company, the Board or the Shareholders materially breach an obligation under this Agreement, provided that the non-breaching party elects to terminate this Agreement and, if such breach is curable, such non-breaching party has provided written notice of such breach (which notice shall specify in reasonable detail the facts and circumstances surrounding such breach) and such breach has not been cured within a ten (10) day period; provided that if this Agreement is terminated pursuant to this Section 4.1(a) as a result of an uncured breach by the Shareholders, the Icahn Designees (and the Additional Shareholders Candidate, if applicable) agree to, and the Shareholders agree to cause the Icahn Designees (and the Additional Shareholders Candidate, if applicable) to, promptly resign from the Board; (b) immediately following the 2014 Meeting if neither of the Icahn Designees, the Additional Shareholders Candidate, if applicable, or their respective Replacements are elected to the Board (for the avoidance of doubt, this Agreement shall not be terminated pursuant to this Section 4.1(b) if only one of the Icahn Designees is elected to the Board at the 2014 Meeting); (c) at any time on or after January 15, 2015, the date on which both of the following have occurred: (A) the Icahn Designees (and the Additional Shareholders Candidate, if applicable) tender their resignation from the Board and (B) the Shareholders provide written notice to the Company that the Shareholders do not intend to exercise their right to designate a Replacement pursuant to Section 1.3 herein; (d) the date that is ninety (90) days after the Shareholders collectively cease to beneficially own at least 10,817,716 shares of Common Stock (as adjusted from time to time for any stock dividends, combinations, splits, reverse stock, recapitalizations, or other similar occurrence); provided that such ninety (90) day period shall be deemed to end on January 15, 2015 if it has not ended prior to such date; (e) at any time following the date hereof, the date on which all of the following have occurred: (A) the Company has announced an extraordinary general meeting of the shareholders for any purpose (except (i) as contemplated by Section 1.3(b) of this Agreement or (ii) if either Icahn Designee, the Additional Shareholders Candidate, if applicable, or their respective Replacements voted in favor of holding, or...
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Termination 4. 4.1 The Employer is entitled to terminate this Contract if the Consultant culpably fails to meet its contractual obligations, the performance of its Services is not in compliance with the Contract, or the Services are not performed in a timely fashion. In this case, the Consultant is solely entitled to demand the agreed remuneration for the Services performed until the date of termination but not yet remunerated. The Employer shall be entitled to demand compensation for the direct damage caused by this default.
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Related to Termination 4

  • 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.

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be eff ected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity an d up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of t he ESC Region 8 and TIPS. Does vendor agree? Yes

  • TERMINATION FOR CAUSE BY CITY 4.05.1 If Contractor defaults under this Agreement, the Director may terminate this Agreement after providing Contractor written notice and an opportunity to cure the default as provided below. The City’s right to terminate this Agreement for Contractor’s default is cumulative of all rights and remedies that exist now or in the future. Default by Contractor occurs if: 4.05.1.1 Contractor fails to perform any of its material duties under this Agreement; 4.05.1.2 Contractor becomes insolvent; 4.05.1.3 all or a substantial part of Contractor’s assets are assigned for the benefit of its creditors; or 4.05.1.4 a receiver or trustee is appointed for Contractor. 4.05.2 If a default occurs and the Director determines that the City wishes to terminate the Agreement, then the Director must deliver a written notice to Contractor describing the default and the proposed termination date, with a copy of the notice to the CPO. The date must be at least 30 days after Contractor receives notice. The Director, at his or her sole option, may extend the termination date to a later date. If Contractor cures the default before the proposed termination date, then the proposed termination is ineffective. If Contractor does not cure the default before the termination date, then the Director may terminate this Agreement on the termination date, at no further obligation of the City. 4.05.3 To effect final termination, the Director must notify Contractor in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement and promptly cancel all orders or subcontracts chargeable to this Agreement.

  • 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.

  • Expiration/Termination Upon expiration of the Service Period or termination pursuant to Section 7 of the General Terms, Customer shall immediately cease use of the Service and return or destroy (in accordance with Avaya’s instructions) any Deliverables provided to Customer in connection with the Service, including any Avaya’s Intellectual Property. Upon request, Customer shall certify in writing to Avaya that Customer has complied with this provision and Avaya may provide such certification to its suppliers.

  • Termination Period This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13 of the Plan.

  • 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 BY CONTRACTOR 4.06.1 Contractor may terminate its performance under this Agreement only if the City defaults and fails to cure the default after receiving written notice of it. Default by the City occurs if the City fails to perform one or more of its material duties under this Agreement. If a default occurs and Contractor wishes to terminate the Agreement, then Contractor must deliver a written notice to the Director describing the default and the proposed termination date. The date must be at least 30 days after the Director receives the notice. Contractor, at its sole option, may extend the proposed termination date to a later date. If the City cures the default before the proposed termination date, then the proposed termination is ineffective. If the City does not cure the default before the proposed termination date, then Contractor may terminate its performance under this Agreement on the termination date

  • Termination for Cause If Vendor fails to materially perform pursuant to the terms of this Agreement, TIPS shall provide written notice to Vendor specifying the default. If Vendor does not cure such default within thirty (30) days, TIPS may terminate this Agreement, in whole or in part, for cause. If TIPS 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.

  • On Termination In the event this Agreement is terminated for any reason prior to the expiration of its original term or any renewal term, Owner shall indemnify, protect, defend, save and hold Manager and all of the other Indemnified Parties harmless from and against any and all claims, causes of action, demands, suits, proceedings, loss, judgments, damage, awards, liens, fines, costs, attorney's fees and expenses, of every kind and nature whatsoever (collectively, "Losses"), that may be imposed on or incurred by Manager by reason of the willful misconduct, gross negligence and/or unlawful acts (such unlawfulness having been adjudicated by a court of proper jurisdiction) of Owner.

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