Termination Effect of Termination. 54 16(a). Termination ...................................... 54 16(b). Effect of Termination ............................ 54
Termination Effect of Termination. (a) This Agreement may be terminated at any time prior to the Closing:
(i) by mutual written agreement of Echo Holdco and MCK;
(ii) by either Echo Holdco or MCK if the Transactions have not occurred on or prior to June 28, 2017 (the “End Date”); provided that the right to terminate this Agreement shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause, or shall have resulted in, the failure of the Closing prior to the End Date;
(iii) by either Echo Holdco or MCK if there shall be any Order preventing the consummation of the Transactions in effect that shall have become final and nonappealable;
(iv) by MCK if there shall have occurred, after the date hereof, (A) any change in Applicable Law or (B) any Tainting Acquisition that was not within the control of, or at the request of MCK, in each case, as a result of which MCK’s Tax Opinion Advisor shall have notified MCK that such Tax Opinion Advisor will be unable to render a Section 355(e) Opinion; provided, however, that following any such notification by MCK’s Tax Opinion Advisor, MCK shall use its reasonable best efforts to obtain a Section 355(e) Opinion from an Alternative Tax Opinion Advisor within 60 days of such notification, and if MCK obtains a Section 355(e) Opinion from an Alternative Tax Opinion Advisor within such period (or fails to obtain a Section 355(e) Opinion from an Alternative Tax Opinion Advisor within such period by reason of failure to use its reasonable best efforts to do so), MCK may not terminate this Agreement pursuant to this Section 9.01(a)(iv). For purposes of determining whether it is unable to render a Section 355(e) Opinion by reason of a Tainting Acquisition or a change in Applicable Law, MCK’s Tax Opinion Advisor shall be required to assume the Assumed Facts, provided that prior to MCK being permitted to terminate this Agreement pursuant to this Section 9.01(a)(iv), MCK shall use commercially reasonable efforts, and shall permit and provide such information so as to permit the Echo Parties to use commercially reasonable efforts, to receive written confirmation from the holder of the stock acquired in such Tainting Acquisition to the effect that (x) such holder will not exchange such stock for SpinCo (as defined in the LLC Agreement) common stock and (y) such holder is not a shareholder of Echo Holdco or a Person whose stock would be aggregated with, or attributed to, any such Person under Section 355(e)(4)(C...
Termination Effect of Termination. Upon written notice, this Agreement may be terminated at any time prior to the Effective Time by and in the sole discretion of DevCo without the approval of SpinCo or any other party thereto. In the event of termination pursuant to this Section 7.9, neither Party shall have any Liability of any kind to the other Party as a result of such termination.
Termination Effect of Termination. (a) Employee’s employment hereunder shall be terminated prior to the Expiration Date if Employee dies or becomes permanently disabled under circumstances in which he would be entitled to the benefits therefor under the long-term disability insurance coverage referred to in Section 2(b), in which case the Company and Employee shall be released from all further obligations and liabilities hereunder (except as provided in this Section 3, for obligations accrued but not yet paid, for those set forth in Section 5, for liability arising from any breach of this Agreement occurring prior to such termination and except that Employee and his beneficiaries shall be entitled to receive all disability and other benefits payable upon his death or disability).
(b) If Employee’s employment hereunder is terminated by the Company without his consent or for any reason specified in Section 3(a) (each a “Termination Event”), then the Company shall be obligated for a period of time equal to the balance of the term of this Employment Agreement as set forth in Section 1 remaining as of such Termination Event (the “Severance Period”) to continue to make the full salary payments to Employee required by Section 2(a)(i). The Company shall also continue to provide to Employee during such Severance Period all health, medical, disability and insurance coverage provided for in Section 2(b).
(c) For purposes hereof, during the Severance Period Employee shall be deemed to be in service and shall continue to accrue benefits under any retirement plan of the Company and any supplemental retirement benefits agreement in effect between the Company and Employee immediately prior to the Severance Period. All such payments shall be made without reference to or deduction for any subsequent employment obtained or obtainable by Employee. In the event that Employee would be ineligible to participate in or be covered by any noncash benefit plan or program by reason of such termination of his employment, the Company shall provide substantially similar benefits or coverage through other sources.
(d) During the Severance Period the Company shall continue to make all payments of their portion of the premiums for the life insurance in effect with respect to Employee’s life. Employee shall also be entitled to receive or exercise during the Severance Period all other benefits and rights available under any benefit plans or programs to terminated or discharged employees.
(e) Notwithstanding any of the other pr...
Termination Effect of Termination. Section 15.01 OptiNose, in its sole discretion, may terminate this Agreement:
(a) at any time without cause, by providing at least [***] prior written notice to Ximedica;
(b) by providing Ximedica written notice if Ximedica fails an inspection or suffers a hold, 483, warning letter, or other disciplinary action by the FDA or any other government authority and Ximedica fails to cure such inspection shortcoming, or remove or resolve such hold or disciplinary action in such a manner that the Ximedica facility passes re-inspection by the FDA or government authority and/or is free of the hold or disciplinary action, in good standing with FDA or such other government authority, and is lawfully able to and does resume timely and conforming manufacture and delivery of OptiNose’s LDSAs requirements in accordance with this Agreement within thirty days of such original inspection, or imposition of the hold or disciplinary action; or
(c) by providing Ximedica written notice if Ximedica fails to gain recommendation for approval by FDA to manufacture LDSAs in accordance with this Agreement (with such recommendation being either unqualified or with any qualifications resolved to FDA’s acknowledged satisfaction) in a manner that does not delay either (i) approval by the FDA of the New Drug Application filed by OptiNose for Finished Product with the FDA, or (ii) the ability of OptiNose to begin commercial manufacture of LDSAs immediately upon such approval by the FDA.
Section 15.02 Either party may terminate this Agreement, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party:
(a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within [***] days after receipt of written notice of such breach.
(i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within forty-five days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of ...
Termination Effect of Termination. This Agreement shall terminate and, except as provided herein, be of no further effect, at such time as there are no longer any Principal Investors. No termination under this Agreement shall relieve any Person of liability for breach prior to termination. In the event this Agreement is terminated, each Principal Investor shall retain (a) the right to payment and reimbursement of certain expenses in accordance with Section 4.3 and (b) the indemnification, contribution and reimbursement rights pursuant to Section 9.9 hereof with respect to any matter that (i) may be an Indemnified Liability and (ii) occurred prior to such termination.
Termination Effect of Termination. (a) This Agreement will terminate automatically and without further action of the Parties upon the earlier to occur of (i) the termination of the Transaction Agreement in accordance with its terms and (ii) the Effective Time.
(b) Upon termination of this Agreement, no party will have any further obligations or liabilities under this Agreement, except that (i) such termination will not relieve any Party from liability for any Deliberate and material breach of this Agreement prior to termination and (y) this Section 4(b) and Section 5 (as applicable to Section 4(b)) will survive any such termination.
Termination Effect of Termination. (a) This Option (and the Purchase Option granted hereunder) will terminate and be of no further force or effect upon the earlier of: (i) Buyer’s failure to exercise the Purchase Option before the expiration of the Option Period; (ii) the written agreement of the Parties; (iii) Buyer’s written notice to Seller upon Seller’s breach of or default under this Option; or (iv) Sellers’ written notice to Buyer upon Buyer’s breach of default under this Option.
(b) If this Option terminates pursuant to Section 9(a)(iii), then: (i) Sellers shall repay to Buyer in full (without deduction or offset) all amounts that Buyer paid to Sellers under this Option through the date of termination; (ii) Buyer shall have the authority to cancel, or cause to be cancelled, all certificates for GRIN shares issued through the date of termination; and (iii) Sellers shall reimburse Buyer for, or shall cause Buyer to be reimbursed for, all cost and expenses that Buyer has incurred or paid on behalf of the Company under that certain Master Services Agreement dated on or about the date hereof and each and every Work Order thereunder. If this Option terminates pursuant to this Section 9 for any other reason, then Sellers shall repay to Buyer 50% (without deduction or offset) of the aggregate amounts that Buyer paid to Sellers under this Option through the date of termination plus all cost and expenses that Buyer has incurred or paid on behalf of the Company under that certain Master Services Agreement dated on or about the date hereof and each and every Work Order thereunder.
Termination Effect of Termination. 41 Section 8.01. Termination............................................................. 41 Section 8.02. Effect of Termination................................................... 42
Termination Effect of Termination. (a) In the event that neither a CPR Sale Transaction Signing Date nor CPR Dividend Declaration Date shall have occurred on or prior to the CPR Deadline, then this Agreement shall terminate at 5:00 p.m., New York City time, on the date of the CPR Deadline, and the Contingent Payment Right will automatically terminate in its entirety and all rights thereunder and all rights in respect thereof under this Agreement shall cease and be of no further force or effect.
(b) In the event that a CPR Sale Transaction Signing Date or CPR Dividend Declaration Date, as applicable, shall have occurred on or prior to the CPR Deadline, then on the earlier of (i) the date on which NMI pays in full the CPR Payment Amount (and if there is non-cash consideration, delivery of such non-cash consideration) to the Investor, including any adjustments thereto pursuant to Section 6, and (ii) the date on which (x) the definitive documentation relating to the CPR Sale Transaction and/or the CPR Sale Transaction contemplated in such documents, are irrevocably terminated or (y) the declaration of any dividend or other distribution, the payment of which would have resulted in a CPR Dividend Event, is irrevocably rescinded, this Agreement will immediately and automatically terminate in its entirety, and the Contingent Payment Right will automatically terminate in its entirety and all rights thereunder and all rights in respect thereof under this Agreement shall cease and be of no further force or effect.
