Termination by Xxxxxx. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by Parent:
(a) if the Company breaches any of its representations or warranties, or fails to perform any of its covenants or agreements contained in this Agreement, and which breach or failure (i) would give rise to the failure of a condition set forth in paragraph (d), (e) or (f) of Annex I and (ii) by its nature cannot be cured or has not been cured by the Company by the earlier of (A) the Outside Date and (B) the date that is twenty (20) Business Days after the Company’s receipt of written notice of such breach from Parent, but only so long as neither Parent nor Merger Sub are then in material breach of their respective representations or warranties or materially failing to perform their respective covenants or agreements contained in this Agreement in a manner that would allow the Company to terminate this Agreement under Section 7.4(b); or
(b) (i) upon prior written notice to the Company if the Company Board (acting upon the recommendation of the Special Committee), the Special Committee or any other duly authorized committee of disinterested members of the Company Board shall have effected an Adverse Recommendation Change (provided that, any written notice, including pursuant to Section 5.3(d), of the Company’s intention to make an Adverse Recommendation Change in advance of making an Adverse Recommendation Change shall not result in Parent having any termination rights pursuant to this Section 7.3(b)(i) unless such written notice otherwise constitutes an Adverse Recommendation Change); provided, however, that Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.3(b)(i) unless the notice of termination pursuant to this Section 7.3(b)(i) is delivered by Parent to the Company within five (5) Business Days following the occurrence of the event giving rise to Parent’s right to terminate this Agreement pursuant to this Section 7.3(b)(i), (ii) if the Company shall have materially breached any of its obligations under Section 5.3, (iii) if the Company shall have failed, within ten (10) Business Days of a tender or exchange offer that constitutes a Takeover Proposal relating to securities of the Company having been commenced, to publicly recommend against such tender or exchange offer or (iv) if the Company shall have failed to publicly reaffirm its recommendation of the Offer and the Merger within ten (10) Business Da...
Termination by Xxxxxx. Without prejudice to any rights or remedies of Deswik, Deswik may, by at least seven (7) days notice in writing to the Customer, terminate this Agreement if:
(a) the Customer fails to pay an undisputed invoice within thirty days of receipt of that invoice and persists in that failure for a period of fourteen days after receipt of notice given by Xxxxxx to the Customer;
(b) the Customer breaches its obligations under this Agreement and:
(i) the breach is not capable of remedy;
(ii) if capable of remedy, the breach is not remedied within 30 days of receipt of written notice by the Customer requiring the breach to be remedied, unless the breach, having regard to its nature and importance does not justify termination; or
Termination by Xxxxxx. Xilinx may terminate this Agreement for material breach by Licensee, provided that Xilinx has given written notice to Licensee of such breach and Licensee fails to cure such breach within thirty (30) days thereof; provided, however, in the event of a breach of confidentiality under Section 6 whereby unauthorized disclosure and/or dissemination by electronic or other means is likely to cause undue harm to Xilinx, then Xilinx may, at its discretion, immediately terminate this Agreement and seek other appropriate equitable and legal remedies as deemed necessary to protect its interests hereunder.
Termination by Xxxxxx. (1) Employment relationships entered into for an indefinite period of time may be terminated by notice according to the following provisions. Such notice of termination shall be given in writing in order to be effective.
(2) The University may terminate the employment relationship as of the last day of any calendar month and after the fifth full year of service as of the end of any quarter. The period of notice to be observed shall be six weeks, after the second full year of service it shall be two months, after the fifth full year of service it shall be three months, after the fifteenth full year of service it shall be four months and after the twenty-fifth full year of service it shall be five months.
(3) The staff member may terminate the employment relationship as of the end of any calendar month by giving one month's notice. Such period of notice may be extended to up to six months by agreement. However, the period of notice to be observed by the University must not be shorter than the period of notice agreed with the staff member.
Termination by Xxxxxx.
12.1.1. Lessee, if current and not in default or breach of this Agreement (in good standing) and subject to providing written notice to Lessor, Lessee may terminate this Agreement after the occurrence of one or more of the following events:
12.1.1.1. permanent abandonment or closure of the Airport.
12.1.1.2. the lawful assumption by the United States Government, or any authorized Agency thereof of the operation, control, use, or occupancy of the Airport, or any substantial part or parts thereof, in such manner as to substantially restrict Lessee’s Non-Commercial Aeronautical Activities at the Airport for a period of at least 90 days.
12.1.1.3. the default by Lessor in the performance of any covenants, conditions, obligations, and agreements contained herein required to be performed by Xxxxxx and the failure of Lessor to remedy such default for a period of 30 days after receipt from Lessee of written notice to remedy same.
Termination by Xxxxxx. Artiva may terminate this Agreement in its entirety without cause upon ninety (90) days prior written notice to GCLC.
Termination by Xxxxxx. 23.1 In addition to any other right or cancellation herein given to Lessee, or any other rights to which it may be entitled to by law, equity or otherwise, as long as Lessee is not in default in payment to County of any amounts due County hereunder this Agreement, Lessee may cancel this Agreement and thereby terminate all of its rights and unaccrued obligations hereunder, by giving County written notice upon or after the happening of the following events:
23.1.1 Issuance by a court of competent jurisdiction of an injunction which in any way substantially prevents or restrains the use of the Leased Premises, or any part thereof necessary to Xxxxxx's business operations on the Airport, and which injunction remains in force for a period of at least thirty (30) days after the party against whom the injunction has been issued has exhausted or abandoned all appeals or one hundred twenty (120) days whichever is shorter, if such injunction is not necessitated by or issued as a result of an act or omission of Lessee; or,
23.1.2 The assumption by the United States Government, or any authorized agency thereof, of the operation, control or use of the Airport and its facilities, or any substantial part thereof, in such a manner as substantially to restrict Lessee from operating its authorized Airport business for a continuous period of at least ninety (90) days.
Termination by Xxxxxx. XxXxxx may terminate this Agreement at any time, for good and sufficient cause, by giving you thirty (30) days’ prior written notice, unless you and XxXxxx agree to a shorter notice period. Good and sufficient cause shall include, but not be limited to, the following:
Termination by Xxxxxx. (i) Subject to the terms of any Leasehold Mortgage or any related loan documents, upon the occurrence of Casualty during the last thirty (30) years of the Term or if at any time during the Term the Improvements are substantially destroyed and estimated cost of the Restoration would exceed one hundred ten percent (110%) of the Maximum Required Restoration Cost (as hereinafter defined), then, instead of carrying out the resulting Restoration, Tenant, at its option, may elect to terminate this Lease by written notice to Landlord given within thirty (30) days after the Casualty or the estimated cost of such Restoration shall have been determined, whichever last occurs. After making such election, Xxxxxx shall proceed with reasonable diligence to grade;
(A) demolish the damaged portion of the Improvements to street
(B) remove all debris from the Premises;
(C) put the Premises in good, safe, lawful, clean and orderly condition (collectively, the “Demolition”). The Demolition shall be carried out at Tenant’s sole cost and expense. Upon completion of the Demolition, as certified by the architect handling the Demolition and upon payment of all Lease Payments payable under this Lease through the date of such completion, this Lease shall expire and terminate with the same force and effect as though the date of such completion were the Termination Date; and
(D) provide evidence reasonably satisfactory to Landlord that all subleases have been terminated.
Termination by Xxxxxx. This lease may be terminated by Xxxxxx at any time by giving thirty (30) days advance written notice to LHA.
