Termination by XXXX. Without limiting the generality of any other provision in this Participation Agreement, XXXX may terminate the Participation Agreement immediately by notice in writing if:
(a) the Subscriber is in material breach of the Participation Agreement, the Participation Rules or any applicable Laws, and such breach:
(i) cannot be remedied by the Subscriber; or
(ii) if it can be remedied:
(A) the Subscriber fails or refuses to do so within a period of not less than 20 Business Days of notification by XXXX, such notice specifying the nature of the breach and requiring the Subscriber to remedy the breach; and
(B) the Subscriber has failed, within a reasonable period of time in all the circumstances, to agree an appropriate remediation strategy with XXXX to rectify the breach;
(b) the Subscriber owes unpaid XXXX Fees which are overdue by over 60 calendar days, and/or unpaid Land Registry Fees which are overdue by more than 30 calendar days;
(c) the Subscriber becomes or resolves to become subject to any form of insolvency administration, and each such triggering event is deemed to be a breach of an essential term of the Participation Agreement;
(d) XXXX considers it reasonably necessary to do so to maintain the integrity and security of the ELN;
(e) XXXX is required to do so following a direction by the Registrar or Land Registry (including pursuant to the ECNL);
(f) XXXX is required to do so otherwise by law; or
(g) there is a material change to legislation or draft legislation, or to the Participation Rules or Operating Requirements that has a materially adverse commercial effect on XXXX during the term of this Participation Agreement. XXXX may only terminate pursuant to this paragraph (g):
(i) after endeavouring, in good faith, to negotiate an appropriate service variation, and for the avoidance of doubt, a decision by XXXX to terminate pursuant to this sub-paragraph may be contested by the Subscriber in accordance with the dispute resolution process set out in clause 24 of this Participation Agreement; and
(ii) in accordance with its Transition Plan.
Termination by XXXX. Vendor and Participant agree that XXXX may terminate this Agreement at any time in its sole and absolute discretion.
Termination by XXXX. Metro in case of non-substitution
Termination by XXXX. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by Xxxx if:
(a) at any time prior to the Meadow Stockholder Approval having been obtained, (i) the Meadow Board shall have made a Meadow Change in Recommendation, (ii) Meadow shall have failed to include the Meadow Board Recommendation in the Joint Proxy Statement/Prospectus or (iii) Meadow shall have materially breached or shall have failed to perform in any material respect its obligations set forth in Section 5.2; provided that Xxxx’s right to terminate this Agreement pursuant to this Section 7.3(a) shall expire upon receipt of the Meadow Stockholder Approval; or
(b) at any time prior to the Effective Time, whether before or after the Iris Stockholder Approval referred to in Section 6.1(a) is obtained, if there has been a breach of any representation, warranty, covenant or agreement made by Meadow or Merger Sub in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any condition set forth in Sections 6.3(a) or 6.3(b), as the case may be, would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured prior to the earlier of (i) 30 days following notice to Meadow from Iris of such breach or failure and (ii) the date that is one Business Day prior to the Termination Date; provided that Iris shall not have the right to terminate this Agreement pursuant to this Section 7.3(a) if Iris is then in material breach of any of its representations, warranties, covenants or agreements under this Agreement.
Termination by XXXX. (1) Xxxx shall be entitled to terminate this Agreement at any time for "good reason" by giving Vail not less than ninety (90) days prior written notice. For purposes of this Agreement, "good reason" shall mean (i) Vail shall breach its obligations hereunder in any material respect and shall fail to cure such breach within 60 days following written notice thereof from Xxxx, (ii) Vail shall cease to operate a major ski resort in Colorado, (iii) Vail shall effect a material change in Xxxx'x reporting responsibilities, titles, offices or duties as in effect immediately prior to such change, or shall remove Xxxx from, or fail to re-elect Xxxx to, any of such positions, which in either case shall have the effect of materially reducing the responsibility or authority of Xxxx as President of Resorts and President and Chief Executive Officer of Associates, or shall otherwise be materially inconsistent with the responsibility, authority or duties normally associated with such positions, or (iv) during the first 12 months of the term of this Agreement, Xxxx shall determine in good faith that he is unable to develop or maintain a satisfactory working relationship with the chief executive officer of Resorts. In such event, Xxxx shall be entitled to receive (i) his then-current Base Salary through the date of such termination, (ii) in the event that the applicable performance targets for the year are achieved, a pro-rated bonus for the portion of the year in which such termination occurs, which pro-rated bonus shall be payable in the same form and at the same time as bonus payments are made to senior executives generally, and (iii) continuation of his then-current Base Salary through the first anniversary of the date of such termination.
Termination by XXXX. Jolt reserves the right to immediately terminate this Agreement (and your Service Account), or otherwise modify, suspend or discontinue your access to and use of the Service (or any part thereof), for any reason whatsoever, at any time, and without notice or obligation to you, and you agree that Jolt shall have no liability to you for any such termination, modification, suspension, or discontinuance.
Termination by XXXX. ODOT may terminate this Agreement effective upon delivery of written notice of termination to Recipient, or at such later date as may be established by ODOT in such written notice, under any of the following circumstances:
i. If Recipient fails to perform the Project within the time specified in this Agreement, or any extension of such performance period;
ii. If Recipient takes any action pertaining to this Agreement without the approval of ODOT and which under the provisions of this Agreement would have required ODOT’s approval;
iii. If Recipient fails to perform any of its other obligations under this Agreement, and that failure continues for a period of 10 calendar days after the date ODOT delivers Recipient written notice specifying such failure. XXXX may agree in writing to an extension of time if it determines Recipient instituted and has diligently pursued corrective action;
iv. If ODOT fails to receive funding, appropriations, limitations or other expenditure authority sufficient to allow ODOT, in the exercise of its reasonable administrative discretion, to continue to make payments for performance of this Agreement;
v. If Federal or state laws, rules, regulations or guidelines are modified or interpreted in such a way that the Project is no longer allowable or no longer eligible for funding under this Agreement; or
vi. If the Project would not produce results commensurate with the further expenditure of funds.
Termination by XXXX. XXXX, at its option, may immediately terminate this Agreement, in whole or in part, upon delivery of written notice to Licensee of XXXX’x decision to terminate, if any of the following occur:
(a) Licensee has failed to make any payment when due under this Agreement, and does not make the required payment within [***] days after delivery of written notice thereof from XXXX, provided that if there is a reasonable bona fide dispute regarding such payment obligation, such period shall run from the resolution of such dispute to the extent payment is required;
(b) Licensee is in material breach of any non-payment provision of this Agreement (except for breaches under Section 2.5), and does not cure such breach within [***] days after delivery of written notice from XXXX. Any such termination of this Agreement under this Section 8.3(b) shall become effective at the end of the applicable cure period, unless Licensee has cured any such breach or default prior to the expiration of such cure period; [***]; or
(c) To the extent not prohibited by applicable law, Licensee or its Affiliate or Sublicensee initiates any proceeding or action to challenge the validity or enforce ability of one or more of the Licensed Subject Matter, or assists a third party in pursuing such a proceeding or action, subject to subsection (d) below;
(d) In the case of a proceeding or action by a Sublicensee, as described in subsection (c), above, only if Licensee or its Affiliate does not resolve such challenge such that either the proceeding is ended or the applicable sublicense is terminated within [***] days of receiving notice of such proceeding or action.
Termination by XXXX. Xxxx may terminate this agreement at any time prior to finalization of adoption. Ordinarily, Xxxx will provide written notice of termination to the extent reasonably possible. However, Xxxx expressly reserves the right to terminate this agreement with no prior notice to AP, and/or to immediately remove the child from the custody of AP, if, in Xxxx’x sole discretion and judgment, such termination and/or immediate removal is in the best interests of the child. Xxxx expressly reserves the right to terminate this Agreement for any or no reason, although Xxxx generally will seek termination only for the reasons set forth in the International Adoption Services Agreement.
Termination by XXXX. This Agreement and all rights and licenses granted hereunder will terminate immediately upon notice from Roku:
i. if You or any of Your Authorized Developers fail to comply with any term or condition of this Agreement and fail to cure such breach within 30 days after becoming aware of or receiving notice of such breach;
ii. if Your Authorized Developer status is revoked by Roku;
iii. if You, at any time during the Term, commence any legal action against Roku;
iv. if You become insolvent, fail to pay Your debts when due, dissolve or cease to do business, file for bankruptcy, or have filed against You a petition in bankruptcy;
v. if You engage, or encourage others to engage, in any fraudulent, improper, unlawful or dishonest act relating to this Agreement or the Program, including, but not limited to, embezzlement, alteration or falsification of documents, theft, inappropriate use of computer systems, bribery, or other misrepresentation of facts; or
vi. if You fail to accept any new Program Requirements or Agreement terms as described in Section 3F.
