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:
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. 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. If a Change Notice calls for termination of a Service, in whole or in part, prior to the end of the applicable Service Period then, unless [***] = CONFIDENTIAL TREATMENT REQUESTED a “Withdrawal Notice” is timely delivered to Pfizer as set forth below, (A) the applicable Service shall end on the first day of the Month commencing [***] days after the Change Notice (e.g., [***] if the Change Notice is given on February 10th) or such other date as may be specified in the Change Notice (provided such other date shall be not earlier than [***] days after the date of the Change Notice), (B) the Parties shall amend Exhibit A to delete such Service as of such date, and (C) this Agreement shall be of no further force and effect with respect to such Service, except as provided in the last sentence of this subsection (ii). Within [***] days following receipt of a Change Notice that calls for termination of Service(s), Pfizer shall provide NewCo with written notice (a “Response Notice”) regarding whether the termination of the applicable Service(s), in Pfizer’s reasonable judgment, will require the termination or partial termination of, or otherwise affect the performance of, any other Services. With respect to any Response Notice, NewCo may withdraw its Change Notice by delivering a written notice (a “Withdrawal Notice”) to Pfizer within [***] days following the receipt of such Response Notice from Pfizer. If NewCo timely delivers a Withdrawal Notice, the applicable Change Notice shall be deemed withdrawn, the applicable Service(s) shall not be affected and the foregoing (A) – (C) shall not apply with respect to such Service(s). If NewCo does not timely deliver a Withdrawal Notice, the applicable Change Notice will be final, binding and irrevocable and Pfizer may terminate any and all such other Services, in whole or in part, as set forth in the Response Notice as if such other Services were set forth in the applicable Change Notice, and the Parties shall amend Exhibit A accordingly. Upon termination of a Service pursuant to this subsection (ii) of Section 2.3(a), Pfizer’s obligation to provide, and NewCo’s obligation to pay for, such terminated Service beyond the applicable termination date will end; provided that (1) NewCo shall pay Pfizer (or its applicable Affiliate) for all accrued and unpaid charges and liabilities for such terminated Service, and (2) NewCo shall reimburse Pfizer (or its applicable Affiliate) for all Exit Costs incurred by or on behalf of Pfizer...
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. 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.
Termination by NewCo. 40 Section 7.4 Termination by the Company...............................................40 Section 7.5 Effect of Termination....................................................41
