Termination Due to Changed Circumstances Sample Clauses

Termination Due to Changed Circumstances. This Agreement may be terminated by either party in accordance with Article 10(A)(3) hereof.
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Termination Due to Changed Circumstances. On and after Purchaser's First Commercial Sale, Purchaser or Seller may terminate this Agreement upon 90 days prior written notice to the other party if Purchaser purchases less than the Minimum Annual Product Units during any rolling twelve month period beginning after the First Commercial Sale so long as such termination notice is provided to the non-terminating party within 90 days of the end of the twelve month period to which the termination is based. Notwithstanding the foregoing (unless Purchaser has not ordered at least the Minimum Annual Product Units), Seller's right to terminate this Agreement pursuant to this Section 8.4 is conditioned upon Seller fulfilling all of Purchaser's Purchase Orders for Product on a timely basis during the twelve month period upon which Seller's exercise of its termination rights under this Section 8.4 is based. As used herein, the term "Minimum Annual Product Units" shall mean [***] units of Product during any twelve month period beginning after the First Commercial Sale there are no Authorized Generic Product or Competitive Product being sold and distributed in the Territory and [***] units of Product during any twelve month period beginning after the First Commercial Sale in which there are one or more Authorized Generic Products or Competitive Products being sold and distributed in the Territory (which adjustment shall be effective upon the date of market entry of such Authorized Generic Product or Competitive Product); provided that, in the event of any adjustment to Minimum Annual Product Units during any rolling twelve month period, the Minimum Annual Product Units existing immediately prior to and after such adjustment shall be prorated as of the effective date of such adjustment for the purpose of calculating the Minimum Annual Product Units for such twelve month period.
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Termination Due to Changed Circumstances. Each of Vantage and Profit Stars reserves the right to terminate this Agreement in whole or in part at any time due to the occurrence of any of the following changed circumstances: (1) Merchant becomes insolvent, enters into suspension of payments, moratorium, reorganization or bankruptcy, makes a general assignment for the benefit of creditors, admits in writing its inability to pay debts as they mature, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any other judicial or administrative proceeding that relates to insolvency or protection of creditors' rights, any of which in Vantage’s or Profit Stars’ reasonable judgment (as may be applicable) impairs the ability of Merchant to perform its responsibilities under this Agreement; (2) In each of Vantage’s or Profit Stars’ sole judgment (as may be applicable), there is a deterioration or other materially negative change in Merchant’s financial status or structure which increases the financial risk being assumed by Vantage or Profit Stars in processing Merchant’s Entries; or (3) There is a change in the laws, regulations or NACHA Rules that are applicable to this Agreement and Vantage’s, Provider Partner’s, or Profit Stars’ provision of any of the Services thereunder which restricts or prohibits Vantage, Provider Partner, or Profit Stars from providing the affected Services to Merchant or significantly increases Vantage’s, Provider Partner’s, or Profit Stars’ costs in providing the affected Services to its customers generally; In these instances, the applicable terminating party will provide written notice of the termination on this basis to Merchant, which shall become effective upon receipt by Merchant.
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Termination Due to Changed Circumstances. Upon a termination of this Agreement by ADM Sub pursuant to Section 10.2.2, the following shall occur as of the effective date of termination.
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Termination Due to Changed Circumstances. This Agreement may be terminated by either party if either party’s site closes or ceases to operate in accordance with Article 10(A)(3) hereof.
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Termination Due to Changed Circumstances. On and after Purchaser’s First Commercial Sale, Purchaser or Seller may terminate this Agreement upon 90 days prior written notice to the other party if Purchaser purchases less than the Minimum Annual Product Units during any rolling twelve month period beginning after the First Commercial Sale so long as such termination notice is provided to the non-terminating party within 90 days of the end of the twelve month period to which the termination is based. Notwithstanding the foregoing (unless Purchaser has not ordered at least the Minimum Annual Product Units), Seller’s right to terminate this
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Related to Termination Due to Changed Circumstances

  • Termination Due to Force Majeure Event If the period of Force Majeure continues or is in the reasonable judgment of the Parties likely to continue beyond a period of 120 (one hundred and twenty) Days, the Parties may mutually decide to terminate this Agreement or continue this Agreement on mutually agreed revised terms. If the Parties are unable to reach an agreement in this regard, the Affected Party shall after the expiry of the said period of 120 (one hundred and twenty ) Days be entitled to terminate the Agreement in which event, the provisions of Articles 16 and 17 shall, to the extent expressly made applicable, apply.

  • Termination due to Force Majeure 13.5.1 If the Force Majeure Event or its effects continue to be present beyond the period as specified in Article 4.5.3, either Party shall have the right to cause termination of the Agreement. In such an event, this Agreement shall terminate on the date of such Termination Notice.

  • Contract Renegotiation, Suspension, or Termination Due to Change in Funding If the funds DSHS relied upon to establish this Contract or Program Agreement are withdrawn, reduced or limited, or if additional or modified conditions are placed on such funding, after the effective date of this contract but prior to the normal completion of this Contract or Program Agreement: a. At DSHS’s discretion, the Contract or Program Agreement may be renegotiated under the revised funding conditions. b. At DSHS’s discretion, DSHS may give notice to Contractor to suspend performance when DSHS determines that there is reasonable likelihood that the funding insufficiency may be resolved in a timeframe that would allow Contractor’s performance to be resumed prior to the normal completion date of this contract. (1) During the period of suspension of performance, each party will inform the other of any conditions that may reasonably affect the potential for resumption of performance. (2) When DSHS determines that the funding insufficiency is resolved, it will give Contractor written notice to resume performance. Upon the receipt of this notice, Contractor will provide written notice to DSHS informing DSHS whether it can resume performance and, if so, the date of resumption. For purposes of this subsubsection, “written notice” may include email. (3) If the Contractor’s proposed resumption date is not acceptable to DSHS and an acceptable date cannot be negotiated, DSHS may terminate the contract by giving written notice to Contractor. The parties agree that the Contract will be terminated retroactive to the date of the notice of suspension. DSHS shall be liable only for payment in accordance with the terms of this Contract for services rendered prior to the retroactive date of termination. c. DSHS may immediately terminate this Contract by providing written notice to the Contractor. The termination shall be effective on the date specified in the termination notice. DSHS shall be liable only for payment in accordance with the terms of this Contract for services rendered prior to the effective date of termination. No penalty shall accrue to DSHS in the event the termination option in this section is exercised.

  • T ermination In the event that either party seeks to terminate this DPA, they may do so by mutual written consent and as long as any service agreement or terms of service, to the extent one exists, has lapsed or has been terminated. The LEA may terminate this DPA and any service agreement or contract with the Provider if the Provider breaches any terms of this DPA.

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • Termination Due To Lack Of Funding Appropriation If, in the judgment of the Director of Accounts and Reports, Department of Administration, sufficient funds are not appropriated to continue the function performed in this agreement and for the payment of the charges hereunder, State may terminate this agreement at the end of its current fiscal year. State agrees to give written notice of termination to contractor at least 30 days prior to the end of its current fiscal year, and shall give such notice for a greater period prior to the end of such fiscal year as may be provided in this contract, except that such notice shall not be required prior to 90 days before the end of such fiscal year. Contractor shall have the right, at the end of such fiscal year, to take possession of any equipment provided State under the contract. State will pay to the contractor all regular contractual payments incurred through the end of such fiscal year, plus contractual charges incidental to the return of any such equipment. Upon termination of the agreement by State, title to any such equipment shall revert to contractor at the end of the State's current fiscal year. The termination of the contract pursuant to this paragraph shall not cause any penalty to be charged to the agency or the contractor.

  • Termination After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

  • Termination After Change of Control In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which the EMPLOYEE is employed is changed before the expiration of the TERM, or (C) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reduced, then the following shall occur: (I) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 of the EMPLOYEE, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of this subparagraph (I); (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the EMPLOYERS' expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.

  • Survives Termination The Contractor’s confidentiality obligation under the Contract shall survive termination of the Contract.

  • Termination in Connection with a Change in Control a. For purposes of this Agreement, a “Change in Control” means any of the following events:

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