Termination of Distributor Agreement Sample Clauses

Termination of Distributor Agreement. The Distributor Agreement is hereby terminated as of the Effective Date and has no further effect. To the extent any provisions of the Distributor Agreement are determined by any court, arbitration, or governmental entity to remain in force and effect following the Effective Date, in the event of any inconsistency between this Agreement and the Distributor Agreement, this Agreement shall prevail.
Sample 1
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Termination of Distributor Agreement. (a) Subject to Section 2(b), the Distributor Agreement shall terminate in all respects on the Effective Date and thereafter have no further force and effect. (b) Notwithstanding Section 2(a): (i) the Parties agree that the covenants and obligations of the respective Parties set forth in the Distributor Agreement designated to survive the term of such Distributor Agreement (including without limitation Distributor’s obligation to pay Company for all Products purchased by Distributor) and the rights and obligations of the Parties set forth in Sections 34, 37, 39, 40, 41, 42, 44, 45, 46, 48, 49, 52 and 54(f) of the Distributor Agreement shall survive the termination of the Distributor Agreement and each Party shall comply with their respective obligations thereunder; and (ii) On or before the execution of this Agreement, Distributor shall provide the Company and the Company’s designated affiliated entity that will purchase, take possession of and pay for Distributor’s unsold Products pursuant to Section 3 below (the “Purchaser”) with Distributor’s current customer lists, together with contact information and manager information with regard to the distribution of the Products in the Territory. From and after the date of this Agreement, Company and the Purchaser may contact all purchasers of Products in the Territory to the extent such contact does not harm Distributor’s sales activity of the Products before the Effective Date. (c) On or before February 25, 2011, the Parties shall issue a joint announcement regarding the termination of the Distributor Agreement. Distributor acknowledges that Company may make any public disclosure it believes in good faith is required by applicable law, the rules of the exchange upon which its securities are publicly traded, or any listing or trading agreement concerning its publicly traded securities, in each case upon prior written notice to Distributor setting forth a copy of the disclosure and the date of such disclosure.
Sample 1
Termination of Distributor Agreement. Except as otherwise set forth on Exhibit 5, the parties hereby mutually agree to terminate, as of October 15, 2010 (the “Termination Date”) (i) Misonix’s obligations under Section 9f of the Distributor Agreement and (ii) Distributor’s rights to sell procedure packs (the “Sale Rights”) to the Sonastar Customers. In connection with the termination of Misonix’s obligations under Section 9f of the Distributor Agreement, and notwithstanding anything to the contrary in the Distributor Agreement, the respective obligations of Distributor, Misonix and F-S and terms of the buyback of Products by Misonix from Distributor shall be in accordance with the relevant sections below. The parties agree and acknowledge that as of the date hereof, no party is in breach of the Distributor Agreement.
Sample 1
Termination of Distributor Agreement. Upon the Effective Time (defined below), the Distributor Agreement shall be void and of no further force or effect and hereby be terminated without further action by any of the parties hereto and without further rights and obligations on part of APT or VANGKOE.
Sample 1
Termination of Distributor Agreement. The Distributor Agreement dated September 1, 1993 by and between Separation Technology Systems, Inc. and Rochem Separation Systems, of which the Company and Pall are successors in interest, respectively, is hereby terminated and no force and effect.
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Termination of Distributor Agreement 
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Related to Termination of Distributor Agreement

  • Termination of Existing Agreement The Existing Agreement is hereby terminated and replaced and superseded by this Agreement, effective August 1, 2001. All payments, of Base Salary or otherwise, made by the Company under the Existing Agreement with respect to any period commencing on or after August 1, 2001 shall be credited against the corresponding payment obligations of the Company under this Agreement.

  • Termination of License Agreement This Agreement will terminate automatically in the event that the License Agreement is terminated, provided that prior to such termination of this Agreement becoming effective, the Parties shall cooperate to wind down the activities being conducted hereunder as set forth in Section 15.5(b).

  • Termination of Existing Agreements Any previous employment agreement between Executive on the one hand and Employer or any of Employer’s Affiliates (as hereinafter defined) on the other hand is hereby terminated.

  • Termination of Agreement; Survival (a) The Underwriters may terminate their obligations under this Agreement, by notice to the Depositor, at any time at or prior to the Closing Date (i) if there has been, since the date of this Agreement or since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, Xxxxx Fargo Bank or any other Mortgage Loan Seller whether or not arising in the ordinary course of business, (ii) if there has occurred any outbreak of hostilities or escalation thereof or other calamity or crisis the effect of which is such as to make it, in the reasonable judgment of any Underwriter, impracticable or inadvisable to market the Registered Certificates or to enforce contracts for the sale of the Registered Certificates, (iii) if trading in any securities of the Depositor or of Xxxxx Fargo Bank has been suspended or limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or on the NASDAQ National Market or the over the counter market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, (iv) if a banking moratorium has been declared by either federal or New York authorities, or (v) if a material disruption in securities settlement, payments or clearance services in the United States or other relevant jurisdiction shall have occurred and be continuing on the Closing Date, or the effect of which is such as to make it, in the reasonable judgment of such Underwriter, impractical to market the Registered Certificates or to enforce contracts for the sale of the Registered Certificates. (b) If this Agreement is terminated pursuant to this Section 12, such termination shall be without liability of any party to any other party, except as provided in Section 11 or Section 12(c) hereof. (c) The provisions of Section 5(e) hereof regarding the payment of costs and expenses and the provisions of Sections 8 and 9 hereof shall survive the termination of this Agreement, whether such termination is pursuant to this Section 12 or otherwise.

  • Item Agreement As negotiated items are agreed upon, they shall be reduced to writing and initialed by the chief negotiator of each party. Such initialing shall be construed as tentative agreement by both parties on that item or issue, subject to finalization by ratification by the membership of the Association and adoption by the Board.

  • Termination Agreement 8.01 Notwithstanding any other provision of this Agreement, WESTERN, at its sole option, may terminate either a Purchase Order or this Agreement at any time by giving fourteen (14) days written notice to CONSULTANT, whether or not a Purchase Order has been issued to CONSULTANT. 8.02 In the event of termination of either a Purchase Order or this Agreement, the payment of monies due CONSULTANT for work performed prior to the effective date of such termination shall be paid within thirty (30) days after receipt of an invoice as provided in this Agreement. Upon payment for such work, CONSULTANT agrees to promptly provide to WESTERN all documents, reports, purchased supplies and the like which are in the possession or control of CONSULTANT and pertain to WESTERN.

  • Termination of Existing Tax Sharing Agreements Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.

  • Termination of Use These terms and Your access to Our Website may be terminated by Us (at Our sole discretion) at any time without notice or any requirement to give You a reason why. In the event of termination under this clause We shall have no liability to You whatsoever (including for any consequential or direct loss You may suffer).

  • Early Termination of Agreement This agreement may be terminated at any time upon a thirty (30) day written notice from either party, and without fault or claim for damages by either party.

  • Termination Letter Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. CHINA REOURCES DEVELOPMENT INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:

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