TERMINATION IN CASE OF BREACH Sample Clauses

TERMINATION IN CASE OF BREACH. In case of a material breach of this ----------------------------- Agreement by either party, the non-breaching party shall have the right, without limitation of any other right it may have on account of such failure, to terminate this Agreement by giving the breaching party at least thirty (30) days written notice of its intention, specifying the cause for default; provided, however, that if, in the non-breaching party's reasonable discretion, the breaching party remedies such failure during such thirty (30) day period, then this Agreement shall not be terminated on the date specified in such notice.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
TERMINATION IN CASE OF BREACH. 3.2.1. In the event of a material breach of this Agreement, either Party may immediately terminate this Agreement upon written notice to the breaching Party; provided, however, that if any material breach is capable of cure, the Agreement shall not terminate if the breaching Party cures the breach within thirty (30) days after written notice describing the breach. 3.2.2. Either Party may terminate this Agreement immediately by written notice, without the opportunity to cure, if the other Party breaches its confidentiality obligations hereunder, makes an assignment for the benefit of creditors, becomes subject to a bankruptcy proceeding, is subject to the appointment of a receiver, or admits in writing its inability to pay its debts as they become due.
Sample 1Sample 2
TERMINATION IN CASE OF BREACH. Each Party may terminate this Agreement effective upon at least 30 days written notice if the other Party breaches a material term of this Agreement, and such breach is not remedied within such 30 day period. A payment obligation shall be a material obligation in this respect, but the breach of a payment obligation shall be determined solely on the basis of the payment terms as set out in this Agreement (including determination of when a payment is overdue). Termination for breach shall not affect any (other) legal remedies or claims a Party may have against the other. Initial Provention: Page 14 of 19 Initial Intravacc:
Sample 1Sample 2
TERMINATION IN CASE OF BREACH. 10.1 The Owner may terminate this Agreement on becoming aware of a breach of obligation of the Manager by giving notice to the Manager in the following circumstances: 10.1.1 with immediate effect, if the Manager has committed a fundamental breach20 of its obligations under this Agreement; 10.1.2 at a time when the Owner reasonably considers that the Manager has committed breaches of obligation under this Agreement which cumulatively amount to a fundamental breach of its obligations under this Agreement; 10.1.3 at a time when: 10.1.3.1 the Manager has committed a material breach of its obligations under this Agreement of which notice has been given by the Owner; 10.1.3.2 the Manager has failed to remedy the breach within such a period as may be reasonable in the circumstances; and 10.1.3.3 by the Manager's failure to remedy the breach, the Owner reasonably considers that the failure has become such as to amount to a fundamental breach of its obligations under this Agreement; 10.1.4 the Manager has materially failed to perform its duties in clauses 3.1 and 3.2 to the standard reasonably to be expected; 10.1.5 an event of insolvency occurs in relation to the Manager; "an event of insolvency" occurs in the following circumstances, namely entry into liquidation whether voluntarily (except for reconstruction or amalgamation of a solvent company approved by the Owner, approval not to be unreasonably withheld) or compulsorily, the passing of a resolution for a creditors winding up, the making of a proposal to the Manager and its creditors, a company voluntary arrangement or a composition in satisfaction of its debts or a scheme of arrangement of its affairs, the appointment of a provisional liquidator, a receiver or an administrator, or inability to pay its debts within the meaning of section 123 Insolvency Xxx 0000; the events of insolvency mentioned above are, wherever appropriate, to be interpreted in accordance and in conjunction with the relevant provisions of the Insolvency Xxx 0000; or 10.1.6 the Manager operates under this Agreement in a situation of material conflict of interest which the Owner, on becoming aware of it, declines to accept; or 20 That is a breach which goes to the root of the Agreement. 10.1.7 the Manager or an Associated Person (as defined in clause 26) has committed a breach of clause 26. 10.2 The Manager may at any time terminate this Agreement by giving notice to the Owner if: 10.2.1 the Owner is in 21material breach of its obligations...
Sample 1
TERMINATION IN CASE OF BREACH. In case of breach of a term of this Agreement by either party, the non-breaching party may terminate the Order. In such case, Boabee terminates the order as specified in the preceding sentence, Client must pay all amounts accrued prior to such termination, as well as all sums remaining unpaid for the Services under such Order, plus related taxes and expenses.
Sample 1
TERMINATION IN CASE OF BREACH. OF AGREEMENT Either party may terminate this Agreement for any material breach of this Agreement, if such breach is not cured within 90 (ninety) days following receipt by the party committing the breach of written notice of the intent to terminate. Such termination shall become effective immediately upon further notice to the defaulting party.
Sample 1
TERMINATION IN CASE OF BREACH clause 10. The owner is entitled to terminate the agreement in case of fundamental breach by the manager when the owner becomes aware of it with immediate effect, or at a time when other less serious breaches of the agreement by the manager cumulatively amount to fundamental breach; insolvency of the manager entitles the owner to terminate. The owner may also terminate the agreement if the manager operates in a situation of material conflict of interest which the owner, on becoming aware of it, declines to accept, or if there is a breach of the Xxxxxxx Xxx 0000 (clause 26). The manager may terminate the agreement if the owner is in material breach of its obligations or suffers an event of insolvency; clause 10.2. Following termination of the agreement for any reason, clause 11 requires the manager to pass all information relating to the project to the owner. The copyright in project documents is to remain with the owner. Unless the owner directs otherwise, the manager is required to bring to an orderly end the services in respect of the whole or relevant part of the development project.
Sample 1
AutoNDA by SimpleDocs
TERMINATION IN CASE OF BREACH. This XXXX will commence upon the installation of the software and continue in perpetuity unless terminated earlier as provided herein. This XXXX will immediately terminate upon your breach of any of the terms or conditions set forth herein. Upon the termination of the XXXX, you will discontinue all use of the soft- ware, promptly destroy or have destroyed the software and/or its access information and any copies thereof, if any, and, upon request by us, certify in writing that such destruction has taken place. These remedies are cumulative and in addition to any other remedies which may be available. The Preamble as well as Sections 2 through 12 of this XXXX shall survive termination.
Sample 1
TERMINATION IN CASE OF BREACH. This XXXX will commence upon your registration and/or use of the Service and continue in perpetuity unless terminated earlier as provided herein. This XXXX will immediately terminate upon your breach of any of the terms or conditions set forth herein. Upon the termination of the XXXX, you will discontinue all use of the Service, promptly destroy or have destroyed the Software and/or its access information and any copies thereof, if any, and, upon request by us, certify in writing that such destruction has taken place. These remedies are cumulative and in addition to any other remedies which may be available. The Preamble as well as Sections 2 through 14 of this XXXX shall survive termination.
Sample 1

Related to TERMINATION IN CASE OF BREACH

  • Termination for Change of Control This Agreement may be terminated immediately by SAP upon written notice to Provider if Provider comes under direct or indirect control of any entity competing with SAP. If before such change Provider has informed SAP of such potential change of control without undue delay, the Parties agree to discuss solutions on how to mitigate such termination impact on Customer, such as stepping into the Customer contract by SAP or by any other Affiliate of Provider or any other form of transition to a third party provider.

  • Termination Upon Breach Notwithstanding Section 5.1, this Agreement may be terminated by either party upon written notice to the other party, in the event the other party materially breaches any obligation hereunder and the breaching party fails to cure within 30 days after written notice of the breach.

  • Termination After Change of Control In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which the EMPLOYEE is employed is changed before the expiration of the TERM, or (C) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reduced, then the following shall occur: (I) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 of the EMPLOYEE, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of this subparagraph (I); (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the EMPLOYERS' expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.

  • TERMINATION AND BREACH This License Agreement shall be terminated: a) in the event of any affirmative act of insolvency by MARKETING; or b) upon the appointment of any receiver or trustee to take possession of the properties of MARKETING. REALTY shall have the right to terminate this License Agreement either a) upon a material default by MARKETING under the Master Lease which is not cured within the cure periods specified therein; or b) upon a material default by MARKETING with respect to its obligations under the Reorganization and Distribution Agreement between the parties of even date which is not Rcured within the cure periods specified therein. In the event of any other breach or threatened breach of this License Agreement, notice shall be given and the parties shall promptly consult in good faith to cure such breach, with the party at fault being given an adequate period of time to remedy the matter. If such breach is not cured within sixty (60) days of the notice, the matter may be submitted to arbitration in accordance with paragraph 16 below, which may include a determination whether a material breach has occurred and/or been cured. In the event the arbitrator determines that a material breach has occurred, the arbitrator shall not be authorized to terminate this License Agreement (except in the case of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks) but shall be authorized to issue any other order or award any other relief deemed appropriate, including, without limitation, injunctive relief. In the event of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks, the arbitrator shall be authorized to issue any order awarding any relief deemed appropriate, including, without limitation, injunctive relief, and further providing that in the event MARKETING fails to comply with the relief ordered within a specified period of time, the license shall be terminated.

  • BREACH; TERMINATION Customer/Project Sponsor may terminate this Agreement at any time in its sole discretion by providing notice to the Company not less than one hundred and eighty (180) days before such termination. In the event of breach of any material terms or conditions of this Agreement, if the breach has not been remedied within 30 days following receipt of written notice thereof from the other Party (provided that, if the breaching Party has commenced and is diligently pursuing efforts to cure such breach, then such 30-day period shall be extended until the earlier of (i) 30 additional days or (ii) end of diligent efforts to cure the breach), then the non-breaching party may terminate this Agreement by written notice at any time until cure of such breach occurs. In the event of any proceedings by or against either Party in bankruptcy, insolvency or for appointment of any receiver or trustee or any general assignment for the benefit of creditors (excluding, for the avoidance of doubt, an assignment in accordance with Article XI or other collateral assignment to obtain project financing), the other Party may terminate this Agreement. If the Customer/Project Sponsor increases the capability or the capacity of the Facility to exceed 4.999 MW, this Agreement shall immediately terminate. The Company shall not be liable to the Customer/Project Sponsor for damages resulting from a termination pursuant to this paragraph. If the Customer/Project Sponsor's generating equipment produces zero (0) kilowatt- hours during any period of twelve (12) consecutive Billing Periods after the Commercial Operation Date [Effective Date for existing resources] for a reason other than a force majeure event, the Company may terminate this Agreement.

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Termination for Material Breach Either Party (the “Terminating Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 10.3 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

  • Termination by XOOM We may terminate this Contract, or the applicable portion of this Contract, at our discretion and without penalty immediately upon notice to you if: a. do not pay your bill in full by the date on your bill; b. do anything that prevents us from supplying you with Energy or services; c. increase your consumption above 2,500 gigajoules per year; or d. do not give us satisfactory financial or credit information, do not give us a deposit when we request one, or do not meet our credit requirements. We may terminate this Contract, or the applicable portion of this Contract, at our direction and without penalty for any other reason on thirty (30) days notice.

  • TERMINATION FOR CAUSE BY CITY 4.05.1 If Contractor defaults under this Agreement, the Director may terminate this Agreement after providing Contractor written notice and an opportunity to cure the default as provided below. The City’s right to terminate this Agreement for Contractor’s default is cumulative of all rights and remedies that exist now or in the future. Default by Contractor occurs if: 4.05.1.1 Contractor fails to perform any of its material duties under this Agreement; 4.05.1.2 Contractor becomes insolvent; 4.05.1.3 all or a substantial part of Contractor’s assets are assigned for the benefit of its creditors; or 4.05.1.4 a receiver or trustee is appointed for Contractor. 4.05.2 If a default occurs and the Director determines that the City wishes to terminate the Agreement, then the Director must deliver a written notice to Contractor describing the default and the proposed termination date, with a copy of the notice to the CPO. The date must be at least 30 days after Contractor receives notice. The Director, at his or her sole option, may extend the termination date to a later date. If Contractor cures the default before the proposed termination date, then the proposed termination is ineffective. If Contractor does not cure the default before the termination date, then the Director may terminate this Agreement on the termination date, at no further obligation of the City. 4.05.3 To effect final termination, the Director must notify Contractor in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement and promptly cancel all orders or subcontracts chargeable to this Agreement.

  • Termination for Cause; Voluntary Termination (a) The Company may terminate the Executive’s employment hereunder at any time for Cause upon written notice to the Executive. The Executive may voluntarily terminate his employment hereunder at any time without Good Reason upon sixty (60) days prior written notice to the Company; provided, however, the Company reserves the right, upon written notice to the Executive, to accept the Executive’s notice of resignation and to accelerate such notice and make the Executive’s resignation effective immediately, or on such other date prior to Executive’s intended last day of work as the Company deems appropriate. It is understood and agreed that the Company’s election to accelerate Executive’s notice of resignation shall not be deemed a termination by the Company without Cause for purposes of Section 4.1 of this Agreement or otherwise or constitute Good Reason (as defined in Section 4.1) for purposes of Section 4.1 of this Agreement or otherwise. (b) If the Executive’s employment is terminated pursuant to Section 4.2(a), the Executive shall, in full discharge of all of the Company’s obligations to the Executive, be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide to the Executive, the following (collectively, the “Accrued Obligations”): (i) the Executive’s earned, but unpaid, Base Salary through the final date of the Executive’s employment by the Company (the “Termination Date”), payable in accordance with the Company’s standard payroll practices; (ii) the Executive’s accrued, but unused, vacation (in accordance with the Company’s policies); (iii) expenses reimbursable under Section 3.2 above incurred on or prior to the Termination Date but not yet reimbursed; and (iv) any amounts or benefits that are vested amounts or vested benefits or that the Executive is otherwise entitled to receive under any plan, program, policy or practice (with the exception of those, if any, relating to severance) on the Termination Date, in accordance with such plan, program, policy, or practice.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!