Termination by NewCo. If MCK fails to make in full, any payment required under this Agreement (except if the payment is subject to a Dispute), and the failure to pay is not cured within fifteen (15) days of receiving written notice thereof from NewCo, NewCo may elect, at its sole discretion, to either terminate this Agreement or suspend the provision of any or all of the Services. In addition, in the event of a material breach by MCK or its Affiliates of any of its other obligations under this Agreement, and failure by MCK to remedy such breach in all material respects within ninety (90) days after receipt of written notice of the breach, NewCo may terminate the Service(s) affected by such uncured breach or suspend its performance of such affected Service(s).
Termination by NewCo. Newco may immediately terminate this ---------------------- Commissioning and Training Agreement by providing notice in writing to PEM upon the occurrence of the following events:
(a) upon the dissolution or liquidation of PEM or the insolvency or bankruptcy of PEM provided such bankruptcy or insolvency shall continue for a period of 30 days; or
(b) upon any material default by PEM of the provisions hereof provided that 30 days advance written notice of default shall have been given to PEM and provided further that if within such 30 day period PEM has not taken all reasonable steps to cure or remedy such default. PEM shall not be deemed to be in default as long as such reasonable steps continue subject to the curing of such defaults within 90 days of the original default notice.
Termination by NewCo. This Agreement may be terminated at any time prior to the Closing by written notice from Newco to Parent if (i) the Closing shall not have been consummated by the Termination Date; provided, however, that the right to terminate this Agreement pursuant to clause (i) of this Section 9.2(c) shall not be available to Newco if its breach of any provision of this Agreement results in the failure of the Closing to be consummated by the Termination Date, (ii) the adoption by the Company Stockholders (as defined in the Merger Agreement) required by Section 7.1(c) of the Merger Agreement shall not have been obtained at the Company Stockholders Meeting (as defined in the Merger Agreement), after giving effect to all adjournments or postponements thereof, or (iii) any Authority of competent jurisdiction shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or the Merger Agreement and such order, decree or ruling or other action shall have become final and nonappealable.
Termination by NewCo. Provided that Newco is not in material breach of any of its representations, warranties, covenants or agreements in this Agreement, this Agreement may be terminated at any time prior to the Closing, by written notice from Newco to Parent if there has been a material breach of any representations, warranties, covenants or agreements made by Parent or the Company in this Agreement, or any such representations and warranties shall have become materially untrue or incorrect after the execution of this Agreement, such that the conditions set forth in Section 9.1(a)(i) would not be satisfied and such breach or failure to be true and correct is not cured within 30 calendar days following receipt of written notice from Newco to Parent of such breach or failure (or such longer period to which Newco shall agree, during which Parent exercises reasonable best efforts to cure). In addition, provided neither Parent nor the Company is in material breach of any of its representations, warranties, covenants or agreements in the Merger Agreement, this Agreement may be terminated at any time prior to Closing, by written notice from Newco to Parent if there has been a material breach of any representation, warranty, covenant or agreement made by Instinet in the Merger Agreement, or any such representation and warranty shall have become materially untrue or incorrect after the execution of the Merger Agreement, such that the conditions set forth in Section 9.1(a)(ii) would not be satisfied and such breach or failure to be true and correct is not cured within 30 calendar days following receipt by Parent of written notice from Newco to Parent stating Newco’s intention to terminate this Agreement under this Section 9.2(e) (or such longer period during which Instinet exercises reasonable best efforts to cure, but in no event later than 60 days).
Termination by NewCo. In the case of a Microsoft Material Default, NewCo may terminate this Agreement by giving Microsoft written notice of termination describing such Microsoft Material Default in reasonable detail, provided that such termination will not be effective if such Microsoft Material Default is caused by NewCo failing to comply with its obligations under this Agreement.
Termination by NewCo. NewCo shall have the right to voluntarily terminate this Agreement in its entirety upon ninety (90) days written notice to Intrexon at any time.
Termination by NewCo. If (i) an event has occurred such that a condition to the obligations of Insilco or Newco cannot be satisfied or (ii) Company or Shareholders shall have attempted to terminate this Agreement under this Article 11 or otherwise without grounds to do so, and such failure or wrongful termination attempt has not been cured, within ten (10) days after notice thereof is given to Company and Shareholders, then Newco may, by written notice to 35 40 Company and Shareholders at any time prior to the Closing that such failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 11.2.(c). Notwithstanding the foregoing, if Insilco or Newco has breached a representation, warranty or covenant in any material respect, then Newco may not terminate this Agreement on the basis of such breach.
Termination by NewCo. 40 Section 7.4 Termination by the Company...............................................40 Section 7.5 Effect of Termination....................................................41
Termination by NewCo. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, before or after approval by the holders of Common Stock referred to in Section 6.1(a), by Newco if:
(a) prior to the Effective Time there has been a breach of any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement such that any of the conditions set forth in Section 6.1 or 6.2 would not be satisfied and such breach is not cured within thirty days after Newco's written notification to the Company of the occurrence of such breach and is incapable of being cured prior to November 30, 2000; or
(b) (i) the Special Committee or the Board withdraws, modifies or changes its approval or recommendation of this Agreement or the Transactions in a manner adverse to Newco or (ii) the Special Committee shall have recommended to the Board or the Company's stockholders an Acquisition Proposal other than the Merger or (iii) the Special Committee or the Board fails to reconfirm its recommendation of this Agreement to the Company's stockholders within ten days after a reasonable written request by Newco to do so or (iv) the Special Committee or the Board resolves to do any of the foregoing.
Termination by NewCo. Without prejudice to any other rights it may have, Newco has the right to terminate this Agreement, either in whole or solely as it relates to any of the SLS Technology or Technical Data which may, through no fault of Newco, fall into the public domain, by giving written notice to SLS. Any notice of termination under this Section 13.c. must be in writing and will be effective upon receipt by SLS.
