Termination by Either. Party Either party may terminate this Agreement with immediate effect by giving notice to the other party if: the other party breaches any of its obligation under this Agreement capable of remedy and fails to remedy that breach within fourteen (14) days after receiving notice requiring it to do so; the other party breaches any of its obligations under this Agreement incapable of remedy; or the other party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof or admits in writing its inability to pay its debt generally as they become due. Termination by Nearmap Regardless of anything else in the Agreement but subject to section 4.4, Nearmap has the right, in its absolute discretion and upon giving the Licensee 10 Business Days’ notice, to terminate the Agreement and the License. Consequences If the Agreement is terminated under sections 6.2 or 6.3 or expires at the end of the Term: the License immediately terminates and the Products will no longer be available to the Licensee; The Licensee must immediately destroy, delete or return to Nearmap all Products; and subject to section 7.3, the Licensee and the Authorized Users are not permitted to use any Products for any purpose. Costs Nearmap reserves all rights following termination of this Agreement, including any rights available to Nearmap to collect any outstanding Fees which may be owed by the Licensee. The Licensee will be liable for any reasonable legal costs incurred by Nearmap in enforcing its rights following termination of this Agreement. Continuing obligations After expiry or termination of the Agreement or a License, sections 1.5, 2, 7, 8, 9, 10, 13, 14, 15, and 17 will still be binding on the Licensee in relation to Products licensed or obtained during the Term. Ownership Unless otherwise indicated, the Website, the Products and all associated Intellectual Property Rights, data, information and software are owned by Nearmap and are protected by copyright, moral rights, trademark and other laws relating to the protection of intellectual property. Nearmap reserves all of its Intellectual Property Rights. Except for the limited License granted to the Licensee in section 1.1, no ownership or Intellectual Property Rights in...
Termination by Either. PARTY This Agreement may be terminated by either Owner or Agent, with or without cause, at the end of the initial term or of any following term year upon the giving of 30 days' written notice prior to the end of said initial term or following terming year.
Termination by Either. Optify Mediaforce or the Customer
(a) Either Party may terminate this Agreement as a whole, including without limitation all executed Order Forms, at any time with immediate effect on the giving of written notice to the other Party if the other Party becomes or appears likely to become insolvent or bankrupt, subject to a winding up proceeding, has a receiver appointed or has any proceeding seeking such an appointment filed against it that is not dismissed within thirty (30) days thereafter, is dissolved or in the process of dissolution, makes any arrangement for the benefit of creditors, or initiates or becomes or appears likely to become subject to any other form of an insolvency proceeding.
Termination by Either. PARTY In the event that this Agreement is terminated by either party, in whole or in part, as provided in Sections 14.3 or 14.4: 14.
Termination by Either. PARTY Either party may terminate this Agreement upon seven (7) days’ written notice if the other party materially breaches its terms through no fault of the initiating party.
Termination by Either. PARTY This Agreement may be terminated by either Purchaser or Benedek, if not then in default hereunder, upon written notice to the other upon the occurrence of any of the following:
13.1.1 If the sale of the Assets to Purchaser pursuant to this Agreement shall not have been effected within nine months after the date that the FCC accepts the FCC Application for filing; or
13.1.2 If any party defaults in any material respect in the observance or in the due and timely performance of any of its covenants herein contained other than the obligation to close on the Closing Date; provided, however, that termination pursuant to this paragraph shall not be effective unless the terminating party shall have given to the party in default at least 30 days advance notice of its claim of default so as to afford the other party the opportunity to cure.
Termination by Either the Acquiror or the Company. This Agreement may be terminated and the Acquisition may be abandoned at any time prior to the Closing Date by action of the Board of Directors of either the Acquiror or the Company if (i) the Acquisition shall not have been consummated by the sixtieth (60th) day (without giving effect to the cure periods set forth in Sections 7.3 and 7.4) following the date on which this Agreement is signed, (ii) any order permanently restraining, enjoining or otherwise prohibiting the Acquisition shall become final and nonappealable or (iii) as provided in Section 4.1; provided, that the right to terminate this Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Acquisition to be consummated.
Termination by Either the Company or the E2E Representatives.
(a) This Agreement may be terminated and the Exchange may be abandoned by (i) the mutual, written agreement of the E2E Representatives and the Company, (ii) by either the E2E Representatives or the Company if (x) the Exchange shall not have been consummated by 5:00 p.m. Eastern Time on the date 45 days after the date hereof, provided that the party seeking to terminate this Agreement pursuant to this clause (ii) is not in breach of this Agreement (or in the case of the E2E Representatives, neither they nor any of the other E2E Stockholders are in breach of this Agreement), or (y) a Government Entity shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such Order or other action shall have become final and nonappealable; provided, that the party or parties seeking to terminate this Agreement pursuant to this clause (ii)(y) shall have used all reasonable efforts to remove such Order.
(b) This Agreement may be terminated at any time prior to the Closing by the Company, if there has been one or more breaches by E2E or the E2E Stockholders of any representations, warranties, covenants, or agreements contained in this Agreement which would entitle the Company not to close pursuant to Article V; provided however, that the Company may not terminate this Agreement pursuant to this Section 10.1(b) unless, within ten (10) days of becoming aware of such breach, the Company has given written notice of such breach to the E2E Representatives and has provided such E2E Representatives with thirty (30) days to cure such breach.
(c) This Agreement may be terminated at any time prior to the Closing by the E2E Representatives, if there has been one or more breaches by the Company of any representations, warranties, covenants, or agreements contained in this Agreement which would entitle the E2E or the E2E Stockholders not to close pursuant to Article IV; provided however, that the E2E Representatives may not terminate this Agreement pursuant to this Section 10.1(c) unless, within ten (10) days of becoming aware of such breach, the E2E Representatives have given written notice of such breach to the Company and has provided the Company with thirty (30) days to cure such breach.
Termination by Either. Party Notwithstanding anything herein contained to the contrary, either party, as applicable, shall have the right, in addition and without prejudice to any other rights or remedies, to terminate this Agreement as follows:
i. by either party, effective immediately upon written notice if the other party commits any material breach of the terms hereof which shall not have been remedied within 30 days of the receipt by the party in default of notice specifying the breach and requiring its remedy; or
ii. by either party, effective immediately upon written notice if (A) all or a substantial portion of the assets of the other party are transferred to an assignee for the benefit of creditors, to a receiver or to a trustee in bankruptcy, (B) a proceeding is commenced by or against the other party for relief under bankruptcy or similar laws and such proceeding is not dismissed within 50 days, or (C) the other party is adjudged bankrupt.
Termination by Either. American General Corporation or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either American General Corporation or the Company if (a) this Agreement and the transactions contemplated thereby shall fail to receive the requisite vote for approval and adoption by the shareholders of the Company at the Company Special Meeting, (b) the issuance of American General Corporation Common Stock as Merger Consideration shall fail to receive the requisite vote for approval by the shareholders of American General Corporation at the American General Corporation Special Meeting, (c) the Merger shall not have been consummated before October 31, 1997, provided, however, that this Agreement may be extended by written notice of either American General Corporation or the Company to a date not later than December 31, 1997, if the Merger shall not have been consummated as a direct result of the condition set forth in Section 8.1(c) not having been satisfied by such date or (d) a United States federal or state court of competent jurisdiction or United States federal or state governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and non-appealable; provided, that the party seeking to terminate this Agreement pursuant to clause (c) shall not have taken any action that would cause it to be in material violation of any of its representations, warranties or covenants set forth in this Agreement, and the party seeking to terminate this Agreement pursuant to clause (d) shall have used all reasonable efforts to remove such injunction, order or decree.
