TERMINATION; EFFECTS OF TERMINATION. This Agreement may be terminated upon the occurrence of any of the following events; provided that the termination of this Agreement shall not affect either party's ongoing obligations under this Agreement. Upon such termination, the rights of the Executive to receive monies and benefits from the Company shall be determined in accordance with this Section 4, and the Executive agrees that such monies and benefits are fair and reasonable and are the sole monies and benefits which shall be due to him under this Agreement from the Company in the event of termination.
TERMINATION; EFFECTS OF TERMINATION. This Agreement may be terminated upon the occurrence of any of the following events:
TERMINATION; EFFECTS OF TERMINATION. 7.1 TCP will provide Support and Maintenance services for the Term of the Agreement as defined by the applicable Order Form.
TERMINATION; EFFECTS OF TERMINATION. (a) Executive’s employment hereunder shall be terminated upon:
(i) Executive’s receipt of written notice from the Company of the termination of his employment, effective as of the date indicated in such notice (which date shall be no fewer than fifteen (15) days from the Company’s delivery of such notice);
(ii) Executive’s receipt of written notice from the Company that Executive’s employment with the Company shall be terminated for Cause, effective as of the date indicated in such notice;
(iii) The Company’s receipt of written notice from Executive of Executive’s resignation or other voluntary termination of his employment, effective as of the date indicated in such notice (except as otherwise set forth in Section 4(d));
(iv) Executive’s receipt of written notice from the Company of the termination of his employment on account of Executive’s Incapacity, effective as of the date indicated in such notice (which date shall be no fewer than thirty (30) days from the Company’s delivery of such notice and provided that such Incapacity continues as of the date set forth in such notice); or
(v) Automatically upon Executive’s death.
(b) For purposes of this Agreement, “Cause” means an omission, act or action or series of omissions, acts or actions of Executive that constitutes, causes or results in (i) Executive’s conviction of, or plea of guilty or nolo contendere (or any similar plea or admission) to, a felony or a crime involving theft, embezzlement, deceit or moral turpitude; (ii) the abandonment or intentional neglect by Executive of his duties of employment hereunder (other than by reason of Incapacity ); (iii) the misappropriation (or attempted misappropriation) by Executive of any funds or other property of the Company; (iv) a breach by Executive of any of the material terms and conditions of this Agreement or any other written agreement between Executive and the Company containing non-competition, non-solicitation or similar obligations; (v) Executive’s possession or use of any drug illegally; (vi) Executive’s material violation of any of the Company’s written policies, if such violation affects in any material respect the general reputation or marketability of the Company; (vii) unlawful conduct or gross misconduct that is willful and deliberate on Executive’s part and that, in either event, in the reasonable judgment of the Governing Authority, materially injures the Company; or (viii) Executive’s willful failure to comply with reasonable directions, du...
TERMINATION; EFFECTS OF TERMINATION. Sections 10.2 through 10.9 of Development License and Option Agreement shall apply mutatis mutandis to the Collaboration Agreement, except that where Receptos terminates the Collaboration Agreement pursuant to Section 10.2 (Termination for Material Breach as set forth in the Development License and Option Agreement) and notifies AbbVie in a timely manner of its election to enter into the Exclusive License Agreement pursuant to Section 10.8 (as set forth in the Development License and Option Agreement), the provisions of Section 10.6(i) (as set forth in the Development License and Option Agreement) shall be superseded by the Exclusive License Agreement and the provisions of Sections 10.6(ii) and 10.7 (both as set forth in the Development License and Option Agreement) shall operate in reverse (i. e., “AbbVie” shall be exchanged for “Receptos” and vice versa). Furthermore, the Parties shall include a mutually acceptable voluntary termination provision.
TERMINATION; EFFECTS OF TERMINATION. Sections 10.2 through 10.9 of Development License and Option Agreement shall apply mutatis mutandis to the Exclusive License Agreement, except that upon expiration the licenses granted to Receptos under the Exclusive License Agreement shall become non-exclusive, fully paid, perpetual and irrevocable (and the provisions of Section 10.6 and 10.7 of the Development License and Option Agreement shall not apply to such expiration). Furthermore, the Parties will include a mutually acceptable voluntary termination provision and Receptos will have a unilateral right of termination for any reason upon *** days notice to AbbVie (for clarity, subject to the effects of termination provisions including, Section 10.6 and 10.7 of Development License and Option Agreement). In the event of a termination of the Exclusive License Agreement for any reason (other than a termination by Receptos due to a material breach by AbbVie or expiration), Receptos grants AbbVie a royalty-free, irrevocable, perpetual, non-exclusive license, with the right to grants sublicenses through multiple tiers, under the Receptos Patents and Receptos Know-How to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory.
TERMINATION; EFFECTS OF TERMINATION. This Agreement and the Employee’s employment with the Company shall be terminable at will at any time for any reason by either party by providing advance notice to the other party of such termination, which termination shall become effective on the date contained in such notice. Upon such termination, the rights of the Employee to receive the monies and benefits from the Company shall be determined in accordance with the terms and provisions contained in this Article 7, and the Employee agrees that such monies and benefits are fair and reasonable and are the sole monies and benefits which shall be due to him from the Company in the event of termination, except as may be required by law to be provided.
TERMINATION; EFFECTS OF TERMINATION. We may terminate these Terms upon notice to you. You may terminate these Terms of Services at any time by sending us an e-mail at xxxxx@xxxxxxxx.xxx. Upon reception of your e-mail, we will delete your account and any related Customer Data and Customer Material. These Terms of Services end automatically if you subscribe or upgrade our paid subscription, in which case, you will be required to accept our commercial terms of services. We may suspend or disable your account at any time with or without prior notice. The following Sections shall survive the term of these Terms of Services: 6, 9, 10, 11, 12, 14 and 15.
TERMINATION; EFFECTS OF TERMINATION. In the event of any Termination or expiration of this Agreement, Merchant’s obligations to protect the Confidential Information of PayTomorrow and the Customers, along with each of the provisions of this Agreement, or details of the relationship between the Parties deemed to, or which by their nature would reasonably be assumed to survive such expiration or termination of this Agreement, shall survive for five (5) years, or the maximum period of time as required by federal or state law within the jurisdiction in which the Product was sold, after the expiration or earlier Termination hereof. At PayTomorrow’s request Merchant shall return all Confidential Information, defined herein, within ten (10) days of such request. At PayTomorrow’s option, PayTomorrow may request that Merchant destroy all Confidential Information and provide PayTomorrow with certification that it has done so. The Parties further acknowledge and agree that the expiration or Termination of this Agreement shall not affect PayTomorrow’s rights to recover any reimbursements, fees, remedial amounts, or other financial amounts owed by Merchant to PayTomorrow. Furthermore, Xxxxxxxx agrees to reimburse any and all Payment Amounts for any and all Products returned to the Merchant by a Customer for so long as PayTomorrow, it’s successors or assigns, although specifically excluding Customer, retains title to the Product. Following Xxxxxxxx’s completion of all requirements and obligations under the terms of this Agreement, PayTomorrow agrees to pay any and all outstanding Payment Amounts owed to Merchant for any and all Program-related Product purchases finalized up to and including on the date of Termination, but in no event shall PayTomorrow be liable to Merchant for any other losses sustained by Merchant due to such termination, or for any other amounts claimed in association with the terms of this Agreement.
TERMINATION; EFFECTS OF TERMINATION. 10.1 This Agreement may be terminated prior to the expiration of the Term should any one or more of the following events occur:
(a) either party provides the other party with ninety (90) days advance written notice of termination at will for any or no reason;
(b) a party materially breaches this Agreement, and the non-breaching party provides the breaching party with thirty (30) days advance written notice of termination and such breach is not remedied within such thirty (30) day period; or
(c) immediately by either party should conditions outside of its control due to a Force Majeure Event (as defined in Section 23 below) render performance an impossibility or impracticability and result in a cessation of the research Project hereunder for a period of 90 consecutive days or longer (the “Force Majeure Period”).
10.2 Sponsor shall reimburse the University for any non-cancelable obligations of University, if any, that have been pre-approved in writing by Sponsor and specifically and solely allocable to Sponsor’s Project that the University will be contractually required to pay thereafter, notwithstanding the termination (such non-cancellable obligations, if any, “Sponsor-Specific Non-Cancellable Costs”); provided, that (a) the University shall notify Sponsor of any such Sponsor- Specific Non-Cancellable Costs prior to committing to assume such non- cancellable obligations and seek Sponsor’s prior written approval thereof; and (b) upon termination or expiration of this Agreement, University shall confer with Sponsor and the applicable third party vendor to mitigate and cancel any such outstanding Sponsor-Specific Non-Cancellable Costs.
