Termination by Client Without prejudice to any rights or remedies of the Client, the Client may, by at least seven (7) days’ notice in writing to Deswik, terminate this Agreement if:
(a) Deswik breaches its obligations under this Agreement and:
(i) the breach is not capable of remedy;
(ii) if capable of remedy, the breach is not remedied within 30 days of receipt of written notice by Deswik requiring the breach to be remedied; or
(b) an Insolvency Event occurs in respect to Deswik.
Termination by Contractor Contractor may, at its option, terminate this Contract upon the failure of MPS to pay any amount, which may become due hereunder for a period of sixty (60) days following submission of appropriate billing and supporting documentation. Upon said termination, Contractor shall be paid the compensation due for all services rendered through the date of termination including any retainage.
Termination by ICANN (a) ICANN may, upon notice to Registry Operator, terminate this Agreement if: (i) Registry Operator fails to cure (A) any fundamental and material breach of Registry Operator’s representations and warranties set forth in Article 1 or covenants set forth in Article 2, or (B) any breach of Registry Operator’s payment obligations set forth in Article 6 of this Agreement, each within thirty (30) calendar days after ICANN gives Registry Operator notice of such breach, which notice will include with specificity the details of the alleged breach, (ii) an arbitrator or court of competent jurisdiction has finally determined that Registry Operator is in fundamental and material breach of such covenant(s) or in breach of its payment obligations, and (iii) Registry Operator fails to comply with such determination and cure such breach within ten (10) calendar days or such other time period as may be determined by the arbitrator or court of competent jurisdiction.
(b) ICANN may, upon notice to Registry Operator, terminate this Agreement if Registry Operator fails to complete all testing and procedures (identified by ICANN in writing to Registry Operator prior to the date hereof) for delegation of the TLD into the root zone within twelve (12) months of the Effective Date. Registry Operator may request an extension for up to additional twelve (12) months for delegation if it can demonstrate, to ICANN’s reasonable satisfaction, that Registry Operator is working diligently and in good faith toward successfully completing the steps necessary for delegation of the TLD. Any fees paid by Registry Operator to ICANN prior to such termination date shall be retained by ICANN in full.
(c) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator fails to cure a material breach of Registry Operator’s obligations set forth in Section 2.12 of this Agreement within thirty (30) calendar days of delivery of notice of such breach by ICANN, or if the Continued Operations Instrument is not in effect for greater than sixty (60) consecutive calendar days at any time following the Effective Date, (ii) an arbitrator or court of competent jurisdiction has finally determined that Registry Operator is in material breach of such covenant, and (iii) Registry Operator fails to cure such breach within ten (10) calendar days or such other time period as may be determined by the arbitrator or court of competent jurisdiction.
(d) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator makes an assignment for the benefit of creditors or similar act, (ii) attachment, garnishment or similar proceedings are commenced against Registry Operator, which proceedings are a material threat to Registry Operator’s ability to operate the registry for the TLD, and are not dismissed within sixty (60) calendar days of their commencement, (iii) a trustee, receiver, liquidator or equivalent is appointed in place of Registry Operator or maintains control over any of Registry Operator’s property, (iv) execution is levied upon any material property of Registry Operator, (v) proceedings are instituted by or against Registry Operator under any bankruptcy, insolvency, reorganization or other laws relating to the relief of debtors and such proceedings are not dismissed within sixty (60) calendar days of their commencement, or (vi) Registry Operator files for protection under the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq., or a foreign equivalent or liquidates, dissolves or otherwise discontinues its operations or the operation of the TLD.
(e) ICANN may, upon thirty (30) calendar days’ notice to Registry Operator, terminate this Agreement pursuant to Section 2 of Specification 7 or Sections 2 and 3 of Specification 11, subject to Registry Operator’s right to challenge such termination as set forth in the applicable procedure described therein.
(f) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator knowingly employs any officer who is convicted of a misdemeanor related to financial activities or of any felony, or is judged by a court of competent jurisdiction to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that ICANN reasonably deems as the substantive equivalent of any of the foregoing and such officer is not terminated within thirty (30) calendar days of Registry Operator’s knowledge of the foregoing, or (ii) any member of Registry Operator’s board of directors or similar governing body is convicted of a misdemeanor related to financial activities or of any felony, or is judged by a court of competent jurisdiction to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that ICANN reasonably deems as the substantive equivalent of any of the foregoing and such member is not removed from Registry Operator’s board of directors or similar governing body within thirty (30) calendar days of Registry Operator’s knowledge of the foregoing.
(g) ICANN may, upon thirty (30) calendar days’ notice to Registry Operator, terminate this Agreement as specified in Section 7.5.
(h) [Applicable to intergovernmental organizations or governmental entities only.] ICANN may terminate this Agreement pursuant to Section 7.16.
Termination by Us We may terminate this Contract with 30 days’ written notice as follows:
1. For Non-payment of Premiums. Premiums are to be paid by the Subscriber to Us on each Premium due date. While each Premium is due by the due date, there is a grace period for each Premium payment. If the Premium payment is not received by the end of the grace period, coverage will terminate as follows: • If the Subscriber fails to pay the required Premium within a 30-day grace period, this Contract will terminate retroactively back to the last day Premiums were paid. The Subscriber will be responsible for paying any claims submitted during the grace period if this Contract terminates.
2. Fraud or Intentional Misrepresentation of Material Fact. If the Subscriber has performed an act that constitutes fraud or made an intentional misrepresentation of material fact in writing on his or her enrollment application, or in order to obtain coverage for a service, this Contract will terminate immediately upon a written notice to the Subscriber from Us. If termination is a result of the Subscriber’s action, coverage will terminate for the Subscriber and any Dependents. If termination is a result of the Dependent’s action, coverage will terminate for the Dependent.
3. If the Subscriber no longer lives, or resides in Our Service Area.
Termination by the University i) The university may terminate this agreement under the following circumstances:
Termination by Company The Company is authorized to terminate this Fee Agreement at any time with respect to all or part of the Project upon providing the County with thirty (30) days’ written notice; provided, however, that (i) any monetary obligations existing hereunder and due and owing at the time of termination to a party hereto (including without limitation any amounts owed with respect to Section 4.03 hereof); and (ii) any provisions which are intended to survive termination shall survive such termination. In the year following such termination, all property shall be subject to ad valorem taxation or such other taxation or fee in lieu of taxation that would apply absent this Fee Agreement. The Company’s obligation to make FILOT Payments under this Fee Agreement shall terminate in the year following the year of such termination pursuant to this section.
Termination by University (a) If LICENSEE fails to perform or violates any term of this Agreement, then UNIVERSITY may give written notice of default (“Notice of Default”) to LICENSEE. If LICENSEE fails to cure the default within sixty (60) days of the Notice of Default, UNIVERSITY may terminate this Agreement and the license granted herein by a second written notice (“Notice of Termination”) to LICENSEE. If a Notice of Termination is sent to LICENSEE, this Agreement shall automatically terminate on the effective date of that notice. Termination shall not relieve LICENSEE of its obligation to pay any fees owed at the time of termination and shall not impair any accrued right of UNIVERSITY. During the term of any such Notice of Default or period to cure, to the extent the default at issue is a failure to pay past or ongoing Patent Costs as provided for under this Agreement, UNIVERSITY shall have no obligation to incur any new Patent Costs under this Agreement and shall have no obligation to further prosecute Patent Rights or file any new patents under Patent Rights.
(b) This Agreement will terminate immediately, without the obligation to provide sixty (60) days’ notice as set forth in Paragraph 7.1(a), if LICENSEE files a claim including in any way the assertion that any portion of UNIVERSITY’s Patent Rights is invalid or unenforceable where the filing is by the LICENSEE, a third party on behalf of the LICENSEE, or a third party at the written urging of the LICENSEE.
(c) This Agreement shall automatically terminate without the obligation to provide sixty (60) days’ notice as set forth in Paragraph 7.1
(a) upon the filing of a petition for relief under the United States Bankruptcy Code by or against the LICENSEE as a debtor or alleged debtor.
Termination by Seller Subject to any limitations imposed by Law, Seller may terminate this Agreement for any of the following grounds.
(1) Buyer’s failure to comply with any provision of this Agreement, which provision is both reasonable and of material significance to the relationship under this Agreement;
(2) Buyer’s failure to exert good faith efforts to carry out the provisions of this Agreement;
(3) The occurrence of an event which is relevant to the relationship under this Agreement and as a result of which termination of this Agreement is reasonable, including, without limitation, the following events:
(i) Buyer’s fraud or criminal misconduct relevant to the operation of Buyer’s business, Buyer’s Marketing Premises, or Buyer’s Outlets;
(ii) Buyer’s declaration of bankruptcy or judicial determination of insolvency of Buyer;
(iii) Buyer’s continuing severe physical or mental disability if Buyer is an individual, or if Buyer is a partnership or corporation, the disability of any individual who is currently in “control” of the ownership interest (“control” being the authority to direct the operations of Buyer and to have or exercise management responsibility) of at least 3 months that renders Buyer unable to provide for the continued proper operation of Buyer’s Marketing Premises or Buyer’s Outlets;
(iv) Loss of Seller’s right to grant the right to use the Identifications, which are the subject of the franchise;
(v) Buyer’s failure to pay to Seller in a timely manner when due all sums to which Seller is legally entitled;
(vi) Buyer’s failure to operate Buyer’s Marketing Premises for 7 consecutive days, or such lesser period which under the facts and circumstances constitutes an unreasonable period of time;
(vii) Buyer’s willful adulteration, mislabeling, or misbranding of motor fuels or other trademark violations;
(viii) Buyer’s knowing failure to comply with the Laws relevant to the operation of Buyer’s business, Buyer’s Marketing Premises, or Buyer’s Outlets;
(ix) Buyer’s conviction of any felony involving moral turpitude;
(x) Subject to Article 22(b), Buyer’s death if Buyer is an individual, or if Buyer is a partnership or corporation, the death of any individual who is currently in “control” of the ownership interest of Buyer (“control” being the authority to direct the operations of Buyer and to have or exercise management responsibility); and
(xi) Buyer’s failure to comply with Buyer’s obligations relating to Insurance set forth in Article 21.
(4) A determination is made by Seller in good faith and in the normal course of business to withdraw from marketing of motor fuel through retail outlets in the relevant geographic market area in which Buyer’s Outlets are located;
(5) Termination by Seller for cause of any other agreement between Buyer and Seller pertaining to this facility.
(6) Any other ground for which termination is provided for in this Agreement or is otherwise allowed by the PMPA or other applicable Law.
Termination by Provider This Agreement may be terminated by Provider in accordance with the following: (a) except for SAP’s breach of its obligations under Sections 8 or 9, thirty (30) days after Provider gives SAP notice of SAP’s breach of any provision of the Agreement, unless SAP has cured such breach during such thirty (30) day period; (b) immediately if (1) SAP commences negotiations with one or more of its creditors with a view to rescheduling major parts of its indebtedness or (2) SAP files for bankruptcy, has a petition for bankruptcy filed on its behalf which is not dismissed within sixty days of filing, becomes insolvent, or makes an assignment for the benefit of creditors; and/or (3) SAP breaches its obligations under Sections 8 and/or 9 [Intellectual Property Ownership, Confidentiality].
Termination by Parent This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if:
(a) the Board of Directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or
(b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days).
(c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).
