Termination and Rescission Sample Clauses

Termination and Rescission. 8.4.1 This Agreement shall be terminated upon the occurrence of any of the following events: (a) Expiration of the Term of this Agreement; or (b) Termination by written agreement between the Parties. 8.4.2 This Agreement may be unilaterally terminated by a Party through written notice to the other Party, upon the occurrence of any of the following events: (a) the non-breaching Party may terminate this Agreement by notifying the breaching Party in writing when Buyer or Seller commits a material breach under Article 8.1 or Article 8.2, respectively; or (b) when one Party is declared bankrupt or becomes the subject in the bankruptcy, liquidation or dissolution proceedings, or ceases operation, or unable to repay due indebtedness, the other Party may unilaterally terminate this Agreement by notifying such Party in writing. (c) if Seller fails to make timely delivery of or fails to deliver the Products in the agreed volume for ***, in addition to claiming a penalty according to Article 8.2.1, Buyer may also terminate this Agreement. (d) if Buyer fails to make timely payment for the Products for ***, Seller may terminate this Agreement. *** CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION. (e) either Seller or Buyer may unilaterally terminate this Agreement. Upon the receipt of termination notice from one party by the other party, both parties shall temporarily suspend making payment, prepayment and delivery (assuming there is payment and delivery obligation at such time) and start negotiation. If the parties cannot reach an agreement, this Agreement is terminated *** after the termination notice being received by the other party. The party that unilaterally terminates this Agreement shall pay a lump-sum amount equals ***. If Buyer unilaterally terminates this Agreement in accordance with this Article 8.4.2 (e), in addition to the aforementioned damage, Seller is entitled to retain the full Prepayment and the Buyer shall make up for any shortfall in the Prepayment. If Seller unilaterally terminates this Agreement in accordance with this Article 8.4.2(e), in addition to the aforementioned damage, Seller shall refund the remaining Prepayment to Buyer. The aforementioned damages are the only liabilities to which a party is subject.

Termination and Rescission. 14.1 Any agreement between the Principal and the Contractor may be terminated without notice for good cause. Grounds for good cause shall, in particular but without limitation, include: (i) a serious breach of duty by the Contractor which is not remedied within a reasonable period of time set forth by the Principal after the written complaint is received; (ii) a considerable deterioration of a party's financial situation which threatens to impact such party' s ability to perform its obligations and / or to discharge of its tax and / or social liabilities; or (iii) the purchase or use of the goods or the services is or will be either entirely or partly impermissible due to legal or official regulations. 14.2 If the Contractor has acquired from the Principal any documents, records, plans or drawings within the scope of or for the purposes of fulfilling its duties the Contractor must forthwith hand them over to the Principal in the event of termination by the Principal. These requirements apply likewise in the event of rescission. 14.3 In the event of termination of the Order by the Principal, the Contractor must, at its own expense and regardless of the grounds for termination, forthwith dismantle and remove its plant, tools and equipment. Any waste or debris produced by the Contractor's work must be promptly removed and disposed of appropriately by the Contractor at its own expense.

Termination and Rescission. Rental agreements with no pre-determined rental period can be terminated by either party with one working days' written notice. Rental agreements with a pre-determined rental period/price run for the agreed period, unless otherwise agreed in writing. BAS can rescind an agreement if the rental equipment is not treated properly, the customer is found to be insolvent, BAS does not consider the customer’s creditworthiness to be sufficient and/or the customer has defaulted on one or more due payment commitments. On rescission, the customer commits to return all equipment that has been rented or not paid for, or assist BAS in collecting machines and equipment. In such cases, BAS may additionally claim compensation for any loss that BAS suffers as a result of the rescission. If BAS fails to perform maintenance and repairs in a satisfactory manner when, according to an overall assessment, this may be considered a material breach of the rental agreement, the customer can rescind the agreement for those units involved. If BAS fails to supply one or more ordered units at the agreed time, the parties shall attempt to agree a new delivery time in writing. If there is failure to reach an agreement, the customer is entitled to cancel the delayed units after (i) 3 working days from the original time of delivery for rental objects with continuing rental periods or pre-agreed rental periods of less than 3 months; (ii) 5 working days from the time of delivery for rental objects with pre-agreed rental periods of more than 3 months. Other than the right of cancellation, it is agreed that the customer is unable to use other remedies in case of delayed delivery, including compensation.

Termination and Rescission. As a result of entering into the Amended Note in favor of JR, JR and Company (i) agree to cancel and terminate the Proposal Letter, Security Agreement, and Mortgage Agreement, which agreements are hereby null and void and of no further force and effect, and (ii) acknowledge that the 250,000 shares of Company common stock were not, and will not be, issued pursuant to the Subscription Agreement and agree to rescind such issuance and terminate the terms of the Subscription Agreement including the issuance of the shares thereunder, which agreement is hereby null and void and of no further force and effect.

Termination and Rescission. 1. Each party shall only be authorised to rescind an agreement due to an attributable failure in the performance of the agreement if the other party, in all cases after a written notice of default that is as detailed as possible and that grants a reasonable term to remedy the breach that has been issued, is culpably failing to fulfil essential obligations under the agreement. 2. ProSim may rescind the agreement in writing, without notice of default being required and with immediate effect, if the Licensee is abusing or has abused its rights under the licence or if Licensee makes, or cooperates to, unauthorized use of the Software. 3. If, at the time of rescission, the Licensee has already received goods or services in the performance of the agreement, these goods or services and the associated payment obligations shall not be undone unless the Licensee proves that ProSim is in default with respect to the essential part of such goods or services. With due regard to the stipulation of the preceding sentence, amounts invoiced by ProSim prior to rescission in connection with what it already properly performed or delivered in the performance of the agreement shall remain payable in full and shall become immediately due and payable at the time of termination. 4. Either of the parties may terminate the agreement in writing, in whole or in part, without notice of default being required and with immediate effect, if the other party is granted a moratorium, whether or not provisional, a petition for bankruptcy is filed for the other party or the company of the other party is liquidated or dissolved other than for restructuring or a merger of companies. ProSim may also terminate the agreement, in whole or in part, without notice of default being required and with immediate effect, if a direct or indirect change occurs in the decisive control of the Licensee's company. ProSim is never obliged to repay any amount in money already received or pay any amount in compensation due to rescission or termination as referred to in this paragraph. If the Licensee goes irrevocably bankrupt, its right to use the Software and other materials made available to it shall end, as shall its right to access and/or use ProSim's services, without termination by ProSim being required.

Termination and Rescission. If the Court declines to grant either preliminary or final approval to this Settlement Agreement or any material part hereof (as set forth in Sections II(G)(3) or (G)(7) above, respectively), or if the Court approves this Settlement Agreement in a materially modified form, or if after the Court’s approval, such approval is materially modified or set aside on appeal, or if the Court does not enter the Final Order and Judgment, or if the Court enters the Final Order and Judgment and appellate review is sought and on such review such Final Order and Judgment is not affirmed (collectively “Triggering Events”), then Settling Defendant and Plaintiffs shall each, in their respective sole and absolute discretion, have the option to rescind this Settlement Agreement in its entirety by providing written notice of their election to do so (“Termination Notice”) to each other within thirty (30) calendar days of such Triggering Event. For purposes of this Section II(G)(10), a material modification includes but is not limited to any modification to the Settlement Amount or the

Termination and Rescission. The doctoral student and any supervisor may terminate the Supervision Agreement for good cause, for instance in cases where the doctoral student has not met the agreed interim objectives despite having been granted a grace period twice, or if the personal bond of trust has been broken. Notice must be served in writing, specifying the reasons for the termination. The written notice must be given to the doctoral student or each supervisor. The parties shall endeavour to reach mutual written rescission. The parties involved are no longer tied to the obligations under the Supervision Agreement once the agreement has been rescinded or terminated; other duties in accordance with the respectively applicable doctoral degree regulations remain hereby unaffected. If the doctoral student has already been accepted or admitted to the University of Passau in accordance with the applicable doctoral degree regulations, the chairperson of the relevant faculty’s Board of Examiners for Doctoral Awards must be informed of the rescission or termination. A new Supervision Agreement may be concluded between the doctoral student and the remaining supervisor and/or other supervisor.

Termination and Rescission. 1. In case the office space shall be partially destroyed or damaged due to any cause stated above or those beyond the control of the LESSOR, either party may cancel this Contract in order to effect the repairs or construction without incurring any liability therefor. This Contract shall likewise be rescinded in the event that the office space should be totally destroyed or damaged due to any cause beyond the control of the LESSEE. In any of these cases, the LESSEE shall pay the rental due as of the date on which the partial or total destruction should have occurred. 2. This Contract may be pre-terminated by either party for a cause provided by law, or for failure of any party to comply with its obligation/s as specified herein; Provided that an advance notice is served to the other party sixty (60) days before pre-termination, stating therein the reason for such pre- termination. The LESSEE, being the government institution, may also terminate this Contract for the convenience of the Government, if there exists conditions that would make the lease impractical and/or unnecessary, such as but not limited to changes in law and national government policies. 3. In the event that the LESSEE should fail to surrender the office space to the LESSOR after the end of the term of this Contract and continues to occupy the same, in part or in whole, without any written mutual agreement as to the renewal or extension thereof, the relevant provisions of this Contract shall continue to be in full force and effect in a month-to-month basis, provided the term of an annual increase of (8%) Eight percent still effect.

Termination and Rescission. 8.3.1 This Agreement shall terminate upon the occurrence of any of the following events: (a) Expiration of the Term of this Agreement; or (b) Termination by written agreement between the Parties. 8.3.2 This Agreement may be unilaterally terminated by a Party through written notice to the other Party, upon the occurrence of any of the following events: (a) the non-breaching Party may terminate this Agreement by notifying the breaching Party in writing when Buyer or Seller commits a material breach under Article 8.1 or Article 8.2; or (b) when one Party is declared bankrupt or becomes the subject in the bankruptcy, liquidation or dissolution proceedings, or ceases operation, or unable to repay due indebtedness, the other Party may unilaterally terminate this Agreement by notifying such Party in writing.

Termination and Rescission. If the Authorized Share Capital has not been approved by the Company’s shareholders by September 30, 2012, then the Investor shall have the right (but not the obligation) to terminate and rescind this Agreement and any documents, instruments or deeds executed by the Investor (including, but not limited to, the Subscription Forms) with immediate effect by written notice to the Company. If the Company has satisfied all conditions precedent to the obligations of the Investor with respect to the first two (2) Share Installments and the Investor or its Permitted Assignees have failed to pay the cumulative total of $1,000,000 (in words: one million US dollars) for such Installments, or have failed to pay $1,000,000 (in words: one million US dollars) for any subsequent Share Installment, then the Company shall have the right (but not the obligation) to terminate and rescind this Agreement and any documents, instruments or deeds executed by the Investor on 5 (five) days’ written notice to the Investor. In case notice of termination and rescission is made in accordance with the preceding paragraph each of the Parties acknowledges and agrees that this Agreement (subject to Section 11.7 below) shall be deemed terminated and shall be without any further effect, it being understood that any such termination shall not have any effect whatsoever on subscriptions for Subscriptions Shares and/or sales of outstanding shares that the Company has received payment for or have already been registered in the commercial register; and notwithstanding anything contained herein to the contrary, it is acknowledged and agreed that the right of termination and rescission pursuant to this section 7 shall be without prejudice to any other rights or remedies that the respective investor(s) may have under this agreement or under applicable laws.