TERMINATION AND EXPULSION Sample Clauses

TERMINATION AND EXPULSION. 10.1. Bushwise reserves the right to: (a) deny a Participant from participating in a Course; or (b) expel a Participant from a Course. where that Participant is in breach of any term of this Agreement. 10.2. Without prejudice to the generality of clause 10.1 above, the following (non-exhaustive) list of acts will result in the automatic expulsion of the Participant from the Course: (a) possession, taking, or supplying illegal or illicit substances. The question of whether a substance is illegal or illicit shall be determined by the law of the country where any such acts take place; (b) displaying cruel, thoughtless or rude behaviour; or committing acts which could injure or harm another participant on the Course, or any other person (including a Bushwise Representative); and behaviour that Bushwise deems to negatively affect the experience of the other participants on the Course; (c) disobeying the instructions of the Bushwise Representatives in relation to health and safety; (d) committing an act or displaying behaviour which could jeopardize future courses within the host country or lead to the souring of relations between Bushwise and the host communities or country; and (e) breaking local laws, at any time during the Course (including the Placement period), whether or not such action takes place on or off the Bushwise campus or property; or while a Course is in session or on break. The actions listed in 10.2(a) to 10.2(e) (both inclusive) do not constitute and exhaustive list. 10.3. Notwithstanding the foregoing, should the Participant fail to comply with any part of the Disciplinary Code of Conduct, Bushwise shall have the right to: (a) expel the Participant from a Course; (b) deny the Participant from a Placement; or (c) take disciplinary action against the Participant. 10.4. Expulsion will be carried out by the Bushwise Representatives, at Bushwise’s own discretion, and shall not be subject to appeal. 10.5. In the event of expulsion for any reason, the Participant shall not be entitled to any reimbursement from Bushwise, nor will Bushwise be responsible for any additional costs incurred by the Participant as a result of expulsion.
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TERMINATION AND EXPULSION. (a) This Agreement may, at the option of the Foundation, be immediately terminated in the event Vendor violates any provision hereof. (b) If this Agreement is terminated by the Foundation for the violation of any term hereof during the period of the Festival, Vendor may be immediately expelled from further participation in the Festival. Upon notification of the same, Vendor will immediately remove from Vendor’s Space and the Festival grounds all of Vendor’s unsold food and all equipment (other than items set forth in Appendix “A”). (c) If Vendor fails to remove any such equipment and/or unsold food upon demand to do so, the Foundation is authorized and empowered to remove the same and the Foundation will not be held liable or responsible for any damage to any of Vendor's equipment, regardless of how such equipment was acquired by Vendor, or for the spoilage of any unsold food. Vendor does hereby agree to save and hold harmless the Foundation, and its Officers and Directors personally, from any and all claims on account of any such damage or spoilage.
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TERMINATION AND EXPULSION. (a) This Agreement may, at the option of the GRFF, be immediately terminated in the event (b) If this Agreement is terminated by the GRFF for the violation of any term hereof during the period of the Fest, Vendor will be immediately expelled from further participation in the Fest and will forgo their vendor payment and security deposit. Upon notification of the same, Vendor will immediately remove from Vendor’s Space and the Fest grounds all of Vendor’s unsold food and all equipment (other than items set forth in Appendix “A”). (c) If Vendor fails to remove any such equipment and/or unsold food upon demand to do so, the GRFF is authorized and empowered to remove the same and the GRFF will not be held liable or responsible for any damage to any of Vendor's equipment, regardless of how such equipment was acquired by Vendor, or for the spoilage of any unsold food. Vendor does hereby agree to save and hold harmless the GRFF, and its Officers and Directors personally, from any and all claims on account of any such damage or spoilage.
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TERMINATION AND EXPULSION. 9.1. Bushwise reserves the right to prevent the Participant from participating in, or other- wise to expel the Participant from, the Course, where the Participant is in breach of any term of this Agreement. 9.2. Without prejudice to the generality of clause 9.1 above, the following will result in the automatic expulsion of the Participant from the Course: (a) possession, taking, or supplying illegal or illicit substances. The question of whether a substance is illegal or illicit shall be determined by the law of the country where any such acts take place; (b) displaying cruel, thoughtless or rude behaviour; or committing acts which could injure or harm another participant on the Course, or any other person (including a Bushwise Representative); and behaviour that Bushwise deems to negatively affect the experience of the other participants on the Course; (c) disobeying the instructions of the Bushwise Representatives in relation to health and safety; (d) committing an act or displaying behaviour which could jeopardise future courses within the host country or lead to the souring of relations between Bushwise and the host communities or country; and (e) breaking local laws, at any time during the Course (including the Placement period), whether or not such action takes place on or off the Bushwise campus or property; or while a Course is in session or on break. The actions listed in 9.2(a) to 9.2(e) (both inclusive) do not constitute and exhaustive list.
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TERMINATION AND EXPULSION. ‌ (a) The Governance Committee may agree to: (i) expel a party from this Agreement (terminating the Agreement as between that party and each other party only) by giving notice to the relevant party, if any event occurs set out in clause 20.3; and/or (ii) terminate this Agreement with immediate effect, where it does not believe that the Project is able to continue and the parties have not been able to agree to amend the scope of the Project.‌ (b) The Governance Committee acknowledges that it will not exercise its rights under this clause 20.2 to expel a party, without first consulting with a party proposed to be expelled and allowing them to respond to the proposal. Such party will be given at least 15 Business Days to respond to any such proposal.
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TERMINATION AND EXPULSION. 9.1 Divemaster Internships reserves the right immediately and automatically to expel any individual in breach of any term of this Agreement. 9.2 Without prejudice to the generality of clause 9.1 above the following will result in automatic expulsion:- 9.2.1 Possession / taking / supplying illegal or illicit substances. The question of whether the substances are illegal or illicit is to be governed by the jurisdiction of Cozumel, Mexico; 9.2.2 Displaying cruel, thoughtless or rude conduct or committing acts which could injure or harm a member of the Program (including a staff member), or any other person; 9.2.3 Disobeying Divemaster Internships, or A Mexican official instructions in relation to health and safety; 9.2.4 Committing an act or displaying conduct which could jeopardise future Divemaster Internships Programs within Cozumel, Mexico or lead to the souring of relations between Divemaster Internships and the local community or Cozumel, Mexico; and 9.2.5 Breaking local laws. 9.3 Expulsion will be carried out at Divemaster Internships own discretion and is not subject to appeal. 9.4 In all such cases the Individual will not be entitled to any reimbursement from Divemaster Internships, neither will Divemaster Internships be responsible for any additional costs incurred by the Individual.
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TERMINATION AND EXPULSION. 9.1 BMS reserves the right immediately and automatically expel any intern in breach of any term of this Agreement. 9.2 Without prejudice to the generality of clause 9.1 above the following will result in automatic expulsion:- 9.2.1 Possession / taking / supplying illegal or illicit substances. The question of whether the . substances are illegal or illicit is to be governed by the jurisdiction of Cozumel, Mexico; 9.2.2 Displaying cruel, thoughtless or rude conduct or committing acts which could injure or harm a member of the Program (including a staff member), or any other person; 9.2.3 Disobeying BMS, or a Mexican official instructions in relation to health and safety; 9.2.4 Committing an act or displaying conduct which could jeopardize future BMS . Programs within Cozumel, Mexico or lead to the souring of relations between BMS and the local community or Cozumel, Mexico; and 9.2.5 Breaking local laws. 9.3 Expulsion will be carried out at BMS own discretion and is not subject to appeal. 9.4 In all such cases the Intern will not be entitled to any reimbursement from BMS, neither will BMS be responsible for any additional costs incurred by the Intern.
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TERMINATION AND EXPULSION. Care4Calais has the right to terminate or cancel your placement if you are found to be in breach of any terms of this agreement. If expelled from the project, you will not be not entitled to any refund or reimbursement.
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TERMINATION AND EXPULSION. ‌ (a) The Governance Committee may agree to: (i) expel a party from this Agreement (terminating the Agreement as between that party and each other party only) by giving notice to the relevant party, if any event occurs set out in clause 20.3; and/or (ii) terminate this Agreement with immediate effect, where it does not believe that the Project is able to continue and the parties have not been able to agree to amend the scope of the Project.‌
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Related to TERMINATION AND EXPULSION

  • Termination and Expiration 13.1 YALE shall have the right to terminate this Agreement after written notice to LICENSEE in the event LICENSEE: (a) fails to make any material payment due and payable pursuant to this Agreement unless LICENSEE shall make all such payments (and all interest due on such payments under Article 6.4) within the thirty (30) day period after receipt of written notice from YALE; or (b) commits a material breach of any other provision of this Agreement which is not cured (if capable of being cured) within the sixty (60) day period after receipt of written notice thereof from YALE, or upon receipt of such notice if such breach is not capable of being cured; or (c) fails to obtain or maintain adequate insurance as described in Article 14, whereupon YALE may terminate this Agreement immediately upon written notice to LICENSEE. 13.2 This Agreement shall terminate automatically without any notice to LICENSEE in the event LICENSEE shall cease to carry on its business or becomes INSOLVENT, or a petition in bankruptcy is filed against LICENSEE and is consented to, acquiesced in or remains undismissed for sixty (60) days, or LICENSEE makes a general assignment for the benefit of creditors, or a receiver is appointed for LICENSEE. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 13.3 LICENSEE shall have the right to terminate this Agreement upon written notice to YALE: (a) at any time on three (3) months’ notice to YALE, provided LICENSEE is not in breach and upon payment of all amounts due YALE throughout the effective date of termination; or (b) in the event YALE commits a material breach of any of the provisions of this Agreement and such breach is not cured (if capable of being cured) within the sixty (60) day period after receipt of written notice thereof from LICENSEE, or upon receipt of such notice if such breach is not capable of being cured, 13.4 Upon termination of this Agreement for any reason, all rights and licenses granted to LICENSEE under the terms of this Agreement are terminated. Upon such termination, and subject to Article 13.4, YALE may elect, in its sole discretion, to cause LICENSEE, its SUBLICENSEES, or AFFILIATES to immediately cease to manufacture or sell some or all ROYALTY PRODUCTS. Within sixty (60) days after the effective date of termination LICENSEE shall return to YALE: (a) all materials relating to or containing the POOLED PATENTS and CONFIDENTIAL INFORMATION disclosed by YALE; (b) the last report required under Article 7 or 9; and (c) all payments incurred up to the effective date of termination. LICENSEE’S payment obligations under the Agreement shall terminate upon the effective date of termination except with respect to payments incurred prior to such effective date. Notwithstanding the foregoing, in the event that YALE elects to allow LICENSEE, its SUBLICENSEES, or AFFILIATES to continue to manufacture and sell ROYALTY PRODUCTS, LICENSEE (or its SUBLICENSEES or AFFILIATES) shall continue to pay royalties to YALE until the earlier of the events to occur in Article 6.1(d)(i) for each such ROYALTY PRODUCT. Also upon termination of this Agreement, all sublicenses to the POOLED PATENTS that are granted by LICENSEE pursuant to this Agreement shall also terminate on the date of termination of this Agreement subject to Article 13.4(c). Notwithstanding the foregoing, each SUBLICENSEE shall have the continuing obligation to pay EARNED ROYALTIES to YALE on any ROYALTY PRODUCT (including those covered only by POOLED PATENTS owned solely by LICENSEE) after any such termination, and shall continue until the earlier of the events to occur in Article 6.1(d)(í) for each such ROYALTY PRODUCT. 13.5 Termination of this Agreement shall not affect any rights or obligations accrued prior to the effective date of such termination and specifically LICENSEE’s obligation to pay all royalties and other payments specified by Articles 4, 5 and 6. The following provisions shall survive any termination: Article

  • Termination and Expenses 12.1 Termination 97 12.2 Effect of Termination 98 12.3 Fees and Expenses 99

  • CONSEQUENCES OF TERMINATION AND EXPIRY 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

  • Termination and Abandonment This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company: (a) By mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub and the Company prior to Merger Sub's Election Date; or (b) By Parent or the Company if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other party.

  • Termination and Data Destruction Upon Project Close-out, the Requester and Approved Users agree to destroy all copies, versions, and Data Derivatives of the dataset(s) retrieved from NIH-designated controlled-access databases, on both local servers and hardware, and if cloud computing was used, delete the data and cloud images from cloud computing provider storage, virtual and physical machines, databases, and random access archives, in accord with the NIH Security Best Practices for Controlled-Access Data Subject to the NIH Genomic Data Sharing (GDS) Policy. However, the Requester may retain these data as necessary to comply with any institutional policies (e.g., scientific data retention policy), law, and scientific transparency expectations for disseminated research results, and/or journal policies. A Requester who retains data for any of these purposes continues to be a xxxxxxx of the data and is responsible for the management of the retained data in accordance with the NIH Security Best Practices for ControlledAccess Data Subject to the NIH Genomic Data Sharing (GDS) Policy, and any institutional policies. Any retained data may only be used by the PI and Requester to support the findings (e.g., validation) resulting from the research described in the DAR that was submitted by the Requester and approved by NIH. The data may not be used to answer any additional research questions, even if they are within the scope of the approved Data Access Request, unless the Requester submits a new DAR and is approved by NIH to conduct the additional research. If a Requester retains data for any of these purposes, the relevant portions of Terms 4, 5, 6, 7, 8, and 12 remain in effect after termination of this Data Use Certification Agreement. These terms remain in effect until the data is destroyed.

  • Termination and Effect of Termination This Agreement shall terminate upon the date on which no Holder holds any Registrable Securities, except for the provisions of Sections 3.9 and 3.10, which shall survive any such termination. No termination under this Agreement shall relieve any Person of liability for breach or Registration Expenses incurred prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 3.9 hereof shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

  • Termination and Survival (a) This Agreement shall become effective as of the date of this Agreement. (b) This Agreement may be terminated, without the payment of any penalty, by the Fund or the Adviser at any time, with or without notice. (c) This Agreement shall automatically terminate in the event of (i) the termination by the Fund of the Investment Advisory Agreement; (ii) the board of trustees of the Fund makes a determination to dissolve or liquidate the Fund; or (iii) upon a quotation or listing of the Fund’s securities on a national securities exchange (including through an initial public offering) or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly-traded company which continues to be managed by the Adviser or an affiliate thereof. (d) Sections 3 and 4 of this Agreement shall survive any termination of this Agreement. Notwithstanding anything to the contrary, Section 2 of this Agreement shall survive any termination of this Agreement with respect to any Expense Payments that have not been reimbursed by the Fund to the Adviser.

  • Term Termination and Survival 9.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work unless sooner terminated pursuant to Section 9.2 or Section 9.3. 9.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party: (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing. (d) Is dissolved or liquidated or takes any corporate action for such purpose. (e) Makes a general assignment for the benefit of creditors. (f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 Notwithstanding anything to the contrary in Section 9.2(a), TAI may terminate this Agreement upon written notice to XXX upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”): (a) XXX fails to pay any undisputed amount when due hereunder and such failure continues for 30 days after XXX’s receipt of written notice of nonpayment; (b) XXX fails to timely achieve, complete, or pass any of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as set forth in Exhibit A as determined in the good faith discretion of TAI; provided that, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieve, complete or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer than 45 days; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% of the voting stock of XXX by means of any transaction or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary of the date hereof), (ii) the acquisition of ownership or power to vote more than 10% of the voting stock of XXX by a TAI competitor, (iii) a sale of all or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;

  • Early Termination and Breach of Agreement (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity and with respect to all of the Units held by HF Non-Corporate Members at any time by paying to the ITR Entity the Early Termination Payment; provided, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, neither the ITR Entity nor the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer exercises its termination rights under this Section 4.1(a), the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx).

  • TERMINATION AND BREACH 9.1 Either party may terminate the Licence upon giving the other not less than 3 months written notice served so as to expire on any anniversary of the Commencement Date. 9.2 If the Licensee commits any material breach of any of the provisions of this Licence and remains in breach fourteen (14) days after receiving notice to remedy such breach (where the breach is remediable) then CLA, without prejudice to any of its other rights, may by notice either terminate the Licence or suspend the Licence until CLA shall be satisfied such breaches will not recur. 9.3 Either party may terminate the Licence by notice in writing to the other if and when a supervisor, receiver, administrator, administrative receiver or other encumbrancer takes possession of, or is appointed over, the whole or any substantial part of the other party’s assets or if and when the other party enters into any arrangement or composition with or for the benefit of its creditors (including any voluntary arrangement under the Insolvency Act 1986) or if and when a petition is presented for the purpose of the making of an administration order or the winding-up of the other party which is not discharged within seven (7) days of the presentation of such a petition or if the other party is placed into liquidation or administration or if the other party is dissolved or if a resolution for the winding-up of the other party is passed (other than a voluntary liquidation for the purpose of reconstruction in which all creditors’ claims will be discharged in full) or if a bankruptcy petition is presented against the other party which is not discharged within seven (7) days of its presentation.

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