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.
Appears in 2 contracts
Samples: Option to Purchase Controlling Interest (Grown Rogue International Inc.), Option to Purchase Controlling Interest
Termination Effect of Termination. This Agreement shall be valid for a period of one year commencing from ___________ 20___ and shall remain valid until __________________ , 20__, unless terminated earlier in accordance with the provisions of this Agreement (a“Term”). Both parties shall renew the agreement well before the expiry of this agreement to ensure continuity of services. Termination: Termination on the happening of an event : This Agreement may be terminated by Ortel or the Broadcaster/ Authorised Agent, subject to Applicable Laws, prior to its expiry in the following circumstances: In the event of a material breach by either party of their obligations under this Agreement, which has not been cured within fifteen days of being required in writing to do so. Non payment of Carriage Fees by the Broadcaster/ Authorised Agent before the Due Date. Bankruptcy, insolvency or the appointment of a Receiver or the appointment of a Liquidator over the assets of that party. If the Broadcaster’s licence to broadcast/ downlinking license is revoked, cancelled, suspended or withdrawn or the Authorised Agent’s authority to represent the Broadcaster is terminated. . Termination at will : Notwithstanding all that is stated in clause 4 (b) This Option (and above ,both Parties shall have the Purchase Option granted hereunder) will right to terminate and be this Agreement only if both the parties consent to do so in writing. In the event of no further force or effect upon the earlier of: termination of this Agreement by Ortel under clause 4 b (i) Buyer’s failure to exercise the Purchase Option before the expiration of the Option Period; or 4 b (ii) above, Ortel shall be entitled to cease to carry, re-transmit and re-distribute the written agreement Channel/s of the Parties; (iii) Buyer’s written notice Broadcaster/Authorised Agent and shall be entitled 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)retain the integrated receiver decoders, 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 cancelCAM Modules, or cause to be cancelledviewing cards/smart cards, 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 remotes 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 Channel/s and/or any other reason, then Sellers shall repay to Buyer 50% equipment used in relation thereto (without deduction or offset“Equipment”) of the aggregate Channel/s until all the outstanding amounts are cleared. Further, Ortel shall be entitled to initiate appropriate legal proceedings against the Broadcaster/Authorised Agent for, inter-alia, recovery of all outstanding amounts and any other equitable remedy that Buyer paid may be available to Sellers under Ortel. It is hereby clarified that the termination of this Option through Agreement shall not relieve any Party of any obligation or liability accrued prior to the date of termination plus all cost and expenses that Buyer has incurred / or paid on behalf of such clause which by its very nature extends or applies to the Company under that certain Master Services Agreement dated on or about the date hereof and each and every Work Order thereunder.Parties even after termination. __________________________________ _____________________________
Appears in 1 contract
Samples: Carriage Agreement
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 or default under this Option.
(b) If this Option terminates pursuant to Section 9(a)(iii8(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 costs and expenses that Buyer Bxxxx 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 8 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.
Appears in 1 contract
Samples: Option to Purchase Controlling Interest (Grown Rogue International Inc.)