Termination and Termination Fee. MSX may terminate this Addendum at any time with or without cause during the “Pre-Signing” and “Analytical Toolkit” phases of the project only by giving written notice of termination to RB.
4.4.1 RB may terminate this Addendum or any individual milestone phase at any time with or without cause by giving written notice of termination to MSX. Each individual milestone phase, except the “Pre-Signing” and “Analytical Toolkit” milestones, requires the payment of a termination fee by RB (as specified in Appendix A) in the event that RB terminates the applicable milestone phase of the project, along with the milestone payment associated with any active and ongoing work. Any termination notice by RB shall specify the particular milestone phase or phases being terminated. In the event that RB terminates the entire project or multiple milestone phases at substantially the same time, RB shall pay only a single termination fee, which shall be equal to the largest individual termination fee applicable to any of the terminated milestone phases in addition to the milestone payments associated with any active and ongoing work (i.e., as an illustrative example, in the event that RB elects to pursue the optional “Delivery of [***]” milestone phase (termination fee = $[***]) and then subsequently terminates that phase, and, at substantially the same time, RB terminates the “[***]” milestone phase (termination fee = $[***]), then, in addition to the milestone payments associated with any active and ongoing work, RB would owe MSX a single termination fee of $[***], which is the largest individual termination fee applicable to any of the terminated milestone phases).
4.4.2 In addition to the amounts specified in 4.4.1 above, RB will make the following termination payments to MSX if RB without cause terminates either the entire Addendum or the milestone phases specified below prior to making the applicable milestone payments: Batch Manufacture milestones [***] Manufacture of [***] validation batches: Payment of $[***] for each batch manufactured in conformance with applicable specifications prior to termination (up to a maximum of $[***]). [***]: Payment of $[***] for each batch manufactured in conformance with applicable specifications prior to termination (up to a maximum of $[***]). [***]: Payment of $[***] for each batch manufactured in conformance with applicable specifications prior to termination (up to a maximum of $[***]). [***]: Provide cGMP hand-cut samples for clinic...
Termination and Termination Fee. This Agreement will automatically terminate if any of the following occurs: (i) the requested service location is not serviced by the NGU and/or EU; (ii) you move outside the NGU and/or EU service area or to an area not served by Frontier; (iii) Frontier returns you to your NGU and/or EU’s applicable tariff service, provided that Frontier is permitted to terminate the agreement under the terms and conditions of this Agreement.
Termination and Termination Fee. MSX may terminate this Addendum B by giving [***] written notice of termination to RB if RB shall fail to make any undisputed payment to MSX as and when due under this Addendum B and such failure remains uncured at the end of such [***] notice period. RB may terminate this Addendum B at any time with or without cause by giving written notice of termination to MSX. In the event that RB terminates this Addendum B, or otherwise fails to start the Reformulation Program (defined in Appendix A) by October 1, 2015, RB shall pay MSX a termination fee of One Million Dollars ($1,000,000) upon the effective date of the applicable triggering event (such fee is in lieu of, and not in addition to, any otherwise applicable termination fee under Addendum A). Termination of this Addendum B by either party does not, by itself, affect the remaining portions of the Agreement, including without limitation Addendum A, nor does it affect any obligations of the parties under this Addendum B which survive termination of this Addendum B pursuant to the Agreement, including without limitation, the obligation of RB to make payments as and when due under this Addendum B.
Termination and Termination Fee. 28 (a) Termination . . . . . . . . . . . . . . . . . . . . . . 28 (b) Termination Fee . . . . . . . . . . . . . . . . . . . . 28 (c) Survival of Rights . . . . . . . . . . . . . . . . . . . 29 ARTICLE XII SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS . . . . . . . . . . . . . . . . . . . . 29
Termination and Termination Fee. 29 11.1 Termination.....................................................29 11.2
Termination and Termination Fee. (a) Section 8.1(d)(ii) of the Merger Agreement shall be amended and restated to read in its entirety as follows:
(ii) pursuant to the last sentence of Section 6.5(c), if the Company, prior to the termination of this Agreement, pays the Termination Fee (as defined in Section 8.3(a)) to Parent.”
(b) Sections 8.3(a) and 8.3(b) of the Merger Agreement shall be amended and restated to read in their entirety as follows:
(a) If this Agreement is terminated pursuant to any of the following provisions, the Company shall pay to Parent a fee equal to $240,000,000 (the “Termination Fee”), which Termination Fee, together with the reimbursement of Expenses pursuant to Section 8.3(b), shall be Parent’s sole remedy in respect of termination of this Agreement except in the case of any willful breach of this Agreement by the Company:
(i) Sections 8.1(c)(ii) or (iii);
(ii) Section 8.1(d)(ii);
(iii) Section 8.1(b)(iii), provided that within twelve months after the date of such termination, the Company enters into a definitive agreement to consummate, or consummates, the transactions contemplated by any Takeover Proposal; and provided, further, that, solely for purposes of this Section 8.3(a)(iii), the term “Takeover Proposal” shall have the meaning ascribed thereto in Section 6.5(e), except that all references to 15% shall be changed to 40%; or
(iv) Section 8.1(c)(i), provided, that such termination is based on a material breach of Section 6.2.
(b) If the Company is required to pay Parent a Termination Fee, such Termination Fee shall be payable immediately prior to termination of this Agreement in the event of termination by the Company, and not later than one Business Day after the receipt by the Company of a notice of termination from Parent in the event of termination by Parent, in each case by wire transfer of immediately available funds to an account designated by Parent (except that, in the case of termination pursuant to Section 8.1(b)(iii), such payment shall be made on the date of the first to occur of either of the events referred to in the first proviso to Section 8.3(a)(iii)) . If the Company is required to pay Parent a Termination Fee, or this Agreement is terminated pursuant to Section 8.1(b)(iii), the Company shall, in addition to any Termination Fee that may be payable, reimburse Parent and Merger Sub for all of their Expenses, up to a maximum amount of $10,000,000, within one Business Day of receipt of written notice from Parent requesting payment thereof.”
Termination and Termination Fee. Section 18.15 of the Loan Agreement is deleted in its entirety and replaced with the following: “18.15. Intentionally Omitted.”
Termination and Termination Fee. (a) The credit facilities made available to the Borrowers under this Agreement (the "Credit Facilities") are terminable by the Lender at its discretion upon the occurrence of an Event of Default under this Agreement.
(b) The Credit Facilities, if not sooner terminated, will automatically terminate on the Expiration Date, unless extended in writing by the Lender in its sole and absolute discretion. In the event that the Credit Facilities are terminated at any time prior to the second anniversary of the Closing Date for any reason, including, without limitation, prepayment (but excluding repayments and reborrowing of Revolving Credit Loans in the ordinary course of business pursuant to Section 2.01 of this Agreement) or refinancing of the Credit Facilities from any source, the Borrowers shall pay to the Lender a termination fee equal to One Hundred Thousand Dollars ($100,000) (one percent (1%) of the maximum principal amount of the Credit Facilities made available to the Borrowers as of the date of this Agreement).
(c) Except as provided in the preceding subsection, the Borrowers may prepay the Credit Facilities in full and terminate the Credit Facilities made available to the Borrowers under this Agreement at any time without premium or penalty, provided that any such payment in full shall be accompanied by payment of all accrued interest, costs, fees and expenses accrued to the date of prepayment. In the event the Credit Facilities are terminated for any reason, the outstanding balance of the Loans, together with any accrued and unpaid interest thereon and any other sums due pursuant to the terms of this Agreement, the Notes, the other Loan Documents and any other credit accommodation made by the Lender to the Borrowers shall be due and payable immediately.
Termination and Termination Fee. DESI-BC and DESI-US agree with 529473 to terminate all license and research agreements, subject to the terms and conditions of this Letter of Agreement. 529473 agrees to release DESI-BC, DESI-US and DEPI from its obligations under the license and research agreements. This includes cancellation of the Promissory Note for US$2,500,000 and agreement to cancel payment of any accrued interest amounting to approximately US$284,244.05. In return, DESI-BC, DESI-US and DEPI agree that all research and work done can and will be turned over to 529473.
Termination and Termination Fee. 35 (a) Termination..............................................................................35 (b) Termination Fee..........................................................................35 (c) Survival of Rights.......................................................................36
