Termination by Material Breach Clause Samples
Termination by Material Breach. (i) If any of the Parties (the “Breaching Party”) commits a breach of its material obligations hereunder (“Material Breach”), the other Parties (the “Non-Breaching Parties”) shall be entitled to terminate, by a joint action, this Agreement effective immediately upon giving written notice to the Breaching Party if within sixty (60) days after such written notice is given by the Non-Breaching Parties the Material Breach shall not have been corrected by such Breaching Party and such Material Breach has had or its continuation will have a material adverse effect on the interests of the Non-Breaching Parties or oil the operations, financial condition or prospects of the Company. Any failure to make a required Capital Contribution or give a required Partner Loan or required Guaranties of Loans of the Company shall be deemed a Material Breach and to have a material adverse effect on the operations, financial condition and prospects of the Company.
(ii) If this Agreement is terminated pursuant to this Section, the Non-Breaching Parties shall have the option, exercisable within three (3) months after the date of such termination, of (x) requiring the Breaching Party to transfer, free of charge, all of the Breaching Party’s Percentage Interest to the Non-Breaching Parties or (y) requiring dissolution and liquidation of the Company in accordance with Section 11.2.
(iii) If the Non-Breaching Parties have elected to require the Breaching Party to transfer the Breaching Party’s Percentage Interest, the provisions of Section 5.5 shall apply mutatis mutandis.
(iv) Termination of this Agreement under this Section 11.1(c) shall be without prejudice to, and in addition to, any right and remedy available to the Non-Breaching Parties under any other provision of this Agreement or applicable Law.
Termination by Material Breach. Either party shall have the right to terminate this Agreement 30 days after providing written notice to the other party in the event of any material breach of any term or condition of this Agreement by the other party, unless such breach has been remedied within thirty (30) days after the date on which that notice is deemed received.
Termination by Material Breach. In the event that FCE materially breaches this Agreement by failing to supply the Modules for which KFC is placing firm, non-cancelable orders in Sections 2.1 and 2.2 — as long as KFC has made the payment for such Modules and has otherwise satisfied its contractual obligations for those Modules, including but not limited to the requirement that PE Group shall not supply any Modules provided by FCE to any customers in violation of U.S. sanctions law — and such material breach is not cured within 60 days after notice from PE Group, PE Group shall have the right to terminate this Agreement. In the event that KFC materially breaches this Agreement by failing to make timely and full payment for the Modules for which KFC is placing firm, non-cancelable orders in Sections 2.1 and 2.2 — and does not cure such material breach within fifteen (15) days of notice of such breach by FCE — the IP License Agreements, as amended in Section 3.2 of this Agreement, and the Right to Service license granted to the PE Group in Section 3.2.1 of this Agreement, are terminated. With respect to any other alleged breach, material or otherwise, of this Agreement, the Parties’ exclusive remedy consist solely of general damages. No Party is liable under this Agreement for punitive, consequential, and/or special damages, with the exception that if either Party tortiously interferes with the other Party’s business in violation of Sections 3.2.4 and 3.2.5 above, the resulting damages arising from the lost business opportunities shall be considered recoverable damages and will not constitute impermissible punitive, consequential, and/or special damages.
Termination by Material Breach. In addition to other rights and remedies, TGC or CFT may terminate this Agreement by giving written notice of termination to the other party if the other party materially breaches any term of this Agreement. This written notice must be delivered at least sixty (60) days prior to the effective date of termination. If the other party cures the identified breach within sixty (60) days after receipt of the notice, the notice of termination will have no effect.
Termination by Material Breach. In addition to other rights and remedies, TGC or Biomet may terminate this Agreement by giving written notice of termination to the other party if the other party materially breaches any term of this Agreement.
(a) This written notice must be delivered at least sixty (60) days prior to the effective date of termination. If the other party cures the identified breach within sixty (60) days after receipt of the notice, the notice of termination will have no effect.
(b) All monies owed by Biomet to TGC shall become immediately due and payable notwithstanding any credit terms that may previously have been made available, and Biomet’s obligation to make such payments shall survive the termination of this Agreement.
(c) In addition, the one-month supply of inventory will be reimbursed to TGC and product will be sent to Biomet after payment is received.
Termination by Material Breach. This Agreement may be terminated effective at any time by either party giving notice in writing to the other of a material breach of the provisions of this Agreement in which event the Contractor shall continue to accrue and receive compensation through to the date of termination indicated in the termination notice and no more. Material breach shall include if the Contractor or any of its representatives:
(i) Breaches any of its duties or obligation with respect to confidential information, non-solicitation or intellectual property
(ii) Is guilty of theft, fraud, willful misconduct or willful neglect in the workplace,
(iii) Is persistently dishonest, habitually incompetent or neglectful of the Contractor's duties or responsibilities; or
(iv) Harasses or abuses the Corporation's employees, investors, customers/clients/suppliers or other stakeholders. Specific details of any alleged material breach shall be outlined within any written termination notice from the party alleging a material breach.