Termination Following Closing. (a) Following the Closing, in the event that the Sellers have not waived the requirement for the Buyer to conduct a Public Offering and the Buyer has not successfully completed the Public Offering prior to the first anniversary of the April Option Agreement (the “IPO Expiration”):
Termination Following Closing. Subject to Section 7.4, this Agreement shall terminate on the tenth anniversary of the Closing or, in the case of Sections 6.1 and 6.2 only, on such earlier date as the Stockholders Agreement is terminated (unless a similar agreement is then entered into, or contemplated to be entered into, between the Restricted Stockholders). Subject to Section 7.4, this Agreement shall terminate with respect to a Restricted Stockholder at such time as such entity ceases to Beneficially Own any Restricted Securities or any shares of Common Stock of the Company, as the case may be.
Termination Following Closing. Following Closing this Agreement will be terminated immediately upon any termination or expiry of the License and Service Provider Agreement.
Termination Following Closing. Following the Closing Date and the payment by NeoSan of the $211,400,000 to be paid pursuant to Section 2.1, this Agreement may not be terminated by either Party, except that Lilly may suspend the licenses granted pursuant to Sections 3.2 and 3.3 utilizing the procedures set forth in Section 9.1(b) as a result of any breach by NeoSan in the payment of Royalty Payments owed with respect to a NeoSan New Product in the United States only to the extent such licenses relate to the affected NeoSan New Product therein (but will have no such effect with respect to any Products or other NeoSan New Products in the United States and will not constitute a material breach of this Agreement or give Lilly any rights to terminate any rights of NeoSan hereunder whatsoever other than the foregoing express suspension with respect to the relevant NeoSan New Product) until and
Termination Following Closing. Following the Closing Date and the payment by NeoSan of the $211,400,000 to be paid pursuant to Section 2.1, this Agreement may not be terminated by either Party, except that Lilly may suspend the licenses granted pursuant to Sections 3.2 and 3.3 utilizing the procedures set forth in Section 9.1(b) as a result of any breach by NeoSan in the payment of Royalty Payments owed with respect to a NeoSan New Product in the United States only to the extent such licenses relate to the affected NeoSan New Product therein (but will have no such effect with respect to any Products or other NeoSan New Products in the United States and will not constitute a material breach of this Agreement or give Lilly any rights to terminate any rights of NeoSan hereunder whatsoever other than the foregoing express suspension with respect to the relevant NeoSan New Product) until and unless NeoSan pays Lilly any Royalty Payments so owed (including with respect to relevant Net Sales of such NeoSan New Product during any period of suspension), plus accrued interest as provided in Section 2.6, at which time such licenses will be automatically reinstated. Except as otherwise set forth in this Section 9.2, the Parties agree that the sole and exclusive remedies following the Closing Date will be to seek injunctive relief to require compliance by the breaching Party and relief to seek damages (subject to Section 11.7) with respect to such breach.
Termination Following Closing. Should Closing occur, this Agreement (i) shall not terminate, (ii) shall be in full force and effect , (iii) shall be binding on any party hereto until January 26, 2006, and (iv) as of January 26, 2006, (A) shall terminate, (B) shall thereafter have no further forces or effect, and (C) shall not be binding any party hereto except that the provisions contained in Annex A hereto which by their terms are applicable after consummation of an offering made pursuant thereto (including, without limitation, provisions relating to indemnification and contribution) shall continue to remain in full force and effect as provided therein with respect to offerings made pursuant thereto prior to January 26, 2006..
Termination Following Closing. If not earlier terminated, the provisions of this Agreement (other than Sections 1.6(a), 1.7, 1.8, 1.9, Article 8, Sections 9.4, 9.5, 9.6, 9.7, 9.9(c), (e), (f), (g), 9.10, 9.14, 9.18 and 9.19 and Articles 11 and 13 (other than Sections 13.2 and 13.3)) shall terminate on the date all of the Exchange Options are exercised. 12.6.
Termination Following Closing. (a) This Agreement may be terminated by Cendant at any time following the Closing if Newco (i) commits a material breach of this Agreement or any of the Ancillary Agreements and such breach is not cured by Newco within sixty days (or such shorter or longer period as may be provided in the applicable Ancillary Agreement) after written notice from Cendant, describing such breach with reasonably particularity; (ii) becomes insolvent or commences a voluntary action under the Bankruptcy Code (as hereinafter defined), an involuntary case is commenced against Newco and the petition is not dismissed within sixty days after commencement of the case or a trustee or custodian is appointed for, or takes charge of, all or substantially all of the property or assets of Newco, or (iii) fails to pay any Royalty Payments, Rental Amounts or Retained Member Income to CMS pursuant to the terms of Article II and such failure is not cured within ten Business Days after written notice from Cendant. In addition to the foregoing, Cendant shall also be entitled to seek any other right or remedy, specific performance or a temporary, preliminary or permanent injunction, without the necessity of proving the inadequacy of monetary damages, enjoining or restraining Newco from breaching this Agreement or any of the Ancillary Agreements.
Termination Following Closing. (a) Following the Closing, this Agreement shall be terminated automatically upon the earlier of the transfer of all a Member's Membership Interest in Newco to the other Member (or its Affiliate) or upon completion of the dissolution and liquidation of Newco pursuant to Article XI (Dissolution) of the Operating Agreement (the date of such transfer or dissolution and liquidation, the "TERMINATION DATE"); provided, that, all obligations or liabilities of any party hereto which are accrued or owing prior to such termination and the parties' covenants contained in Section 6.03(b) (Public Announcements) shall survive such termination.
Termination Following Closing. (a) In the event that your employment with the Company is terminated as a result of a Payment Termination, then, in addition to any severance benefits to which you may otherwise be entitled under any severance plan or program of the Company, (x) the Company shall pay to you your full earned but unpaid base salary, when due, through the date of termination at the rate in effect at the time notice of termination is given, plus all other amounts to which you are entitled under any compensation plan or practice of the Company at the time such payments are due, (y) you shall be entitled to receive 6 months of salary continuation of your base salary as in effect at the time notice of termination is given, payable over the 6-month period commencing on the date of termination at the same intervals as your base salary was paid immediately prior to termination of employment, and (z) for the period beginning on the date of termination and ending on the date which is 6 months following the date of termination, the Company shall pay for and provide you and your dependents with the same benefits coverage to which you would have been entitled had you remained continuously employed by the Company during such period. At the termination of the benefits coverage under clause (z) above, you and your dependents shall be entitled to continuation coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), Sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended, and under any other applicable law, to the extent required by such laws, as if you had terminated employment with the Company on the date such benefits coverage terminates. You shall not be required to mitigate the amount of any payment provided for in this Section 1(a) by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 1(a) be reduced by any compensation earned by you as the result of employment by another employer or self-employment, by retirement benefits, by offset against any amounts (other than loans or advances to you by the Company) claimed to be owed by you to the Company, or otherwise.
