Termination Extension Clause Samples

Termination Extension. Either party may terminate this Agreement at any time upon thirty (30) calendar days written notice. Upon termination the Grantee shall return to the Principal all unexpended grant funds and interest disbursed to the Grantee. The Grantee shall also reimburse the Principal for any grant funds expended in contravention of the grant terms and for any unaccounted for grant funds. The term of this Agreement may be extended in writing signed by both parties. Any such extension shall be attached to this Agreement and made a part hereof as though it were incorporated and included herein.

Termination Extension. Notwithstanding any other provision to the contrary in the event that the Lessee becomes insolvent or bankruptcy proceedings are filed against or by the Lessee, his heirs or assigns in any court whatsoever, it shall give the rights to Lessor or its assigns, at their option, to immediately declare this contract null and void and at once resume possession of the property. No receiver, trustee or other judicial officer shall have any right, title or interest in or to the above described property by virtue of this contract. Further, if the Lessee shall fail or neglect to make any payment of rent when due, vacate the premises without notice to the Lessor or shall violate any of the provisions of this Lease, the Lessor, without any other demand or notice, may at Lessor's option, immediately terminate this Lease and if necessary require the Lessee to vacate the leased premises. In lieu of any termination right mentioned herein or in conjunction therewith, Lessor may pursue any other lawful right or remedy incident to the relationship created by this Lease. Should the Lessor at any time seek to rightfully recover possession of the premises and be obstructed or resisted therein, and any litigation thereon ensue, the Lessee shall be bound to pay the Lessor reasonable attorney's fees and all court costs. It is agreed that either party shall have the right and privilege to terminate the agreement by giving a written notice to the other party at least 90 days prior to the specified termination date. This lease may be extended by both parties agreeing to the terms and conditions of such extension in writing and signed by all parties subject to the approval of the State Building Commission.

Termination Extension. The JRC (by consensus only, with no escalation) may decide to terminate a Vividion Program, after which (a) if such termination is during the Collaboration Term, the Collaboration Target for such Vividion Program shall remain a Collaboration Target during the Collaboration Term and, at Vividion’s discretion, Vividion may continue activities under the Collaboration with respect to such Collaboration Target during the Collaboration Term to identify additional Validated Hits and propose Validated Hit Data Packages to Roche and the JRC for potential nomination as a Nominated Program, or (b) if such termination is after the Collaboration Term, the Collaboration Target for such Vividion Program shall cease to be a Collaboration Target, the Roche Option for such Vividion Program shall terminate and any rights granted by Roche to Vividion under this Agreement with respect to any Roche Target Ligand for such Collaboration Target shall terminate. In addition, with respect to each Vividion Program, Vividion shall have the right beginning [***] months after such Vividion Program was selected as a Vividion Program pursuant to Section 2.5.4 or 2.5.6 to discontinue Vividion’s conduct of the Vividion Program on [***] months’ advance notice (a “Vividion Program Opt-Out”), which notice, for clarity may be provided as early as [***] months after such Vividion Program was selected as a Vividion Program. During such [***] month notice period, as requested by Roche, the Parties shall confer through the JRC regarding the progress made and results of the Vividion Program up to such point and if further requested by Roche prior to expiration of such [***] month period the discontinuation of such Vividion Program shall be escalated to the Senior Officers for discussion for [***] Business Days. The effective date of such Vividion Program Opt-Out shall be the expiration of such [***] month period, unless Roche requests escalation to the Senior Officers, in which case the effective date shall be the expiration of such [***] Business Day period, in each case to the extent Vividion does not withdraw such notice of a Vividion Program Opt-Out by notice thereof within such periods. After a Vividion Program Opt-Out, Roche shall have the right to exercise its Roche Option in accordance with Section 4.1, provided however if Roche exercises its Roche Option for such Vividion Program such Program shall be deemed a Roche Program rather than an Optioned Roche Program (e.g., Roche pays the milesto...

Termination Extension. Notwithstanding any other provision to the contrary, if by July 30, 2021 (i) neither of the conditions set forth in Section 7.7 have been satisfied, or (ii) the parties have not received a Pre-Closing Educational Consent of WSCUC, then, prior to issuing any Termination Notice, then the parties shall attempt for a period of forty-five (45) calendar days (“Negotiation Period”) to negotiate a mutually agreeable extension of the Closing Date or waiver of the foregoing conditions. In the event the parties do not agree in writing to an extension of the Closing Date or waiver of the foregoing conditions during the Negotiation Period, either party may send a Termination Notice at any time thereafter. If the termination is based solely on the foregoing Section 9.2(b)(i) and/or (ii), then each party’s sole remedy will be the receipt of its respective portion of the Escrow Deposit per Section 9.3(c).

Termination Extension. 14.1 The following shall be Events of Default under this Agreement: (a) WellPoint is in material breach of any of its material obligations under this Agreement (including any material breach or inaccuracy of its representations or warranties that has a material adverse effect on the ability of WellPoint to perform its obligations under this Agreement ), which breach WellPoint does not cure within thirty (30) days after ▇▇▇▇▇▇▇▇▇.▇▇▇ gives WellPoint written notice thereof; (b) ▇▇▇▇▇▇▇▇▇.▇▇▇ is in material breach by of any of its material obligations under this Agreement (including any material breach or inaccuracy of its representations or warranties that has a material adverse effect on the ability of ▇▇▇▇▇▇▇▇▇.▇▇▇ to perform its obligations under this Agreement ), which breach ▇▇▇▇▇▇▇▇▇.▇▇▇ does not cure within thirty (30) days after WellPoint gives ▇▇▇▇▇▇▇▇▇.▇▇▇ written notice thereof; (c) ▇▇▇▇▇▇▇▇▇.▇▇▇ fails to pay any payments due hereunder to WellPoint when due, and such failure is not cured within ten (10) business days after the receipt of the notice of such failure. (d) ▇▇▇▇▇▇▇▇▇.▇▇▇ is in material breach of any material obligation under Section 4.8 of this Agreement or fails to maintain its privacy structure in accordance with state and federal regulatory requirements and industry standards as may be reflected in certification standards of organizations such as Trust e, BBB, VIPPS, the NABP or similar organizations and at a level comparable to that maintained by other Internet Pharmacies, and such breach or failure is not corrected within thirty (30) days of ▇▇▇▇▇▇▇▇▇.▇▇▇'s receipt of written notice from WellPoint of such failure.

Termination Extension. 17.1 The following shall be Events of Default under this Agreement: (a) ESI is in material breach of any of its material obligations under this Agreement or the Equity Transaction agreements (including any material breach or inaccuracy of its representations or warranties that has a material adverse effect on the ability of ESI to perform its obligations under this Agreement or the Equity Transaction agreements), which breach ESI does not cure within sixty (60) days after PlanetRx gives ESI written notice thereof; (b) PlanetRx is in material breach by of any of its material obligations under this Agreement or the Equity Transaction agreements (including any material breach or inaccuracy of its representations or warranties that has a material adverse effect on the ability of PlanetRx to perform its obligations under this Agreement or the Equity Transaction agreements), which breach PlanetRx does not cure within sixty (60) days after ESI gives PlanetRx written notice thereof; (c) PlanetRx engages in prescribing medicine or referring consumers to physicians or other medical or dental professionals to obtain prescriptions for Pharmaceutical Products; (d) PlanetRx fails to pay any payment due hereunder to ESI when due, and such failure is not cured within five (5) business days after the receipt of the notice of such failure; or (e) PlanetRx fails to maintain its privacy structure in accordance with state and federal regulatory requirements and industry standards, as may be reflected in certification standards of organizations such as Trust e, BBB, VIPPS, the NABP or similar organizations and at a level comparable to that maintained by other Internet Pharmacies.

Termination Extension. (a) This Agreement shall terminate on December 31, 2014, except if extended by Southern Mutual as provided in Section 5(b); and further provided, however, that this Agreement may be terminated at any time prior to such date in any of the following events: (i) By Donegal Mutual, upon written notice to Southern Mutual, if Southern Mutual shall become insolvent or shall become subject to any voluntary or involuntary conservatorship, rehabilitation, receivership, reorganization, liquidation or bankruptcy case or proceeding or the surplus of Southern Mutual is less than the minimum amount of surplus required by the laws of the State of Georgia for the classes of insurance Southern Mutual is then transacting; (ii) By Donegal Mutual, upon written notice to Southern Mutual, if the designees of Donegal Mutual shall cease to constitute a majority of the members of the Board of Directors of Southern Mutual;

Termination Extension. Notwithstanding any other provision to the contrary, if by December 31, 2022, the Closing has not occurred, then either party may send a Termination Notice. If neither party sends a Termination Notice, the parties may negotiate a mutually agreeable extension of the Closing Date, provided either party may send a Termination Notice at any time during such negotiations. If the termination is based solely on the failure to close by April 30, 2022, then each party’s sole remedy will be the receipt if its respective portion of the Escrow Deposit per Section 9.3(c).” c. Exhibit A is amended by: i. Replacing the definition of “Adjusted Transaction Consideration Amount” in its entirety with the following:

Termination Extension. This MOU may be terminated by either party upon 120 days written notice. Upon termination: 1. The City will reimburse the County any funds paid by the County during the year in which the termination occurred which had not yet been obligated. 2. Upon any reduction or elimination of grant funding for CAT by the DRPT or by the FTA, neither party to this MOU shall be required to provide funding to maintain operations and services. This event will be considered a Special Exception allowing the early termination of this MOU, if the MOU cannot be modified to continue operations without the grant funds at issue. This MOU will automatically renew for a one (1) year term, for a maximum of four one- year terms, unless either party provides notice to the other of its intent to terminate this agreement not less than one hundred twenty (120) days before the end of the then current MOU. Such renewal is terminated upon the execution of a new or amended MOU.