Termination Extension. Tenant must provide Landlord Six (6) Calendar Months (180 days) of its desire to terminate or extend the Lease prior to the expiration date of June 30, 2020. Provided the Lease is in full force and effect and Tenant is not in any default beyond any applicable cure period under any of the terms and conditions of the Lease at the time of either notification of renewal or commencement of the renewal term, then Tenant shall have one (1) option to Extend or Terminate this Lease in the Premises marked in Exhibit A of this Fifth Amendment to Lease in its then “as-is” condition for a term of three (3) years to June 30, 2023 (the “Extension Term”) on the same terms and conditions set forth in the Lease, except as modified by the terms, covenants and conditions as set forth below:
9.1 It is required that Tenant notice Landlord of intent in either Circumstance. In either selection, Tenant shall provide Landlord written notice no later than the date which is Six Calendar Months (180 days) prior to the expiration of the current term of this Fifth Amendment to Lease, time being of the essence. If, however; Tenant fails to provide such notice, Landlord and Tenant hereby mutually agree that the Lease shall automatically renew on an “as-is” basis at the rate and terms listed in 9.2 below.
9.2 The Extension Term Base Rent and monthly installment of Base Rent in effect at the expiration of the current Term of the Lease shall be increased to reflect an annual Base Rent increase of 2.5% more than the rate most recently paid. Said increased Base Rent during the Extension Term shall be due without offset commencing July 1, 2020 continuing forward for a period of three (3) years (36 months) and shall be increased by 2.5% each year of the Extension Period.
9.3 The option set forth in this Article is not transferable; the parties hereto acknowledge and agree that the option to renew as set forth in this Article shall be “personal” to the Tenant executing this Amendment and that in no event will any assignee or sublessee have any rights to exercise any rights set forth in this Article.
9.4 All prior options or rights to extend or renew the Term of the Lease, if any, are hereby rendered moot and shall no longer be of any further force or effect.
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. 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, 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. 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. 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 xxxxxxxxx.xxx gives WellPoint written notice thereof;
(b) xxxxxxxxx.xxx 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 xxxxxxxxx.xxx to perform its obligations under this Agreement ), which breach xxxxxxxxx.xxx does not cure within thirty (30) days after WellPoint gives xxxxxxxxx.xxx written notice thereof;
(c) xxxxxxxxx.xxx 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) xxxxxxxxx.xxx 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 xxxxxxxxx.xxx's receipt of written notice from WellPoint of such failure.
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. 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.
Termination Extension. 10.1 During the Term of this Agreement, the Company's Board of Directors may terminate Employee's employment herein at any time for cause as contemplated by Section 2924 of the California Labor Code (copy of which in effect as of the date hereof is attached hereto as Exhibit "E" and made a part hereof), or as a result of a material breach by Employee of his obligations under this Agreement, provided however that Company shall provide Employee with not less than sixty (60) days prior written notice describing the behavior or conduct which is alleged by the Company to constitute cause for termination, and Employee shall be provided with reasonable opportunity to correct such behavior or conduct within that notice period.
10.2 In the event that the Company terminates Employee's employment for any cause other than the causes set forth in paragraph 10.1 hereinabove, such shall be considered to be termination "without cause." Removal from Employee of the title of "President, Chief Executive Officer and Chairman of the Board" during the Term, without Employee's consent, shall be deemed to be termination without cause.
10.3 In the event that the Company terminates this Agreement or Employee's employment hereunder without cause at any time between June 11, 1996 and June 10, 1999, except for termination without cause under a Change of Control (as that term is defined in paragraph 10.5 hereinabove), then:
(1) the Company shall pay Employee a lump-sum severance amount equal to 3.5 times the sum of (i) Employee's annual base salary in effect as of the date of termination, and (ii) the highest management incentive bonus paid to Employee during that period of time (but not less than sixty percent (60%) times Employee's annual base salary determined as of the date of termination; and
(2) all unvested restricted stock grants and stock options granted to Employee shall automatically vest in full.
10.4 On or before January 10, 1999 the Company shall review terms for the future extension of the Term beyond June 10, 1999. In the event that following their good faith efforts, the Company and Employee are unable to agree on reasonable terms for such extension by March 10, 1999, which reasonable terms shall be consistent with general competitive practices based on the Company's peer group of companies, then, at Employee's option, Employee's employment shall terminate on June 10, 1999 and Employee shall be entitled to those termination benefits described in paragraphs 8.3,
Termination Extension. The definition of “Purchase Termination Date” in Section 1.1 of the Original Purchase Agreement is hereby amended and restated, to read in its entirety as follows:
