Termination of the JV Agreement Sample Clauses

Termination of the JV Agreement. If the JV Agreement is terminated in accordance with the terms thereof, this Agreement shall automatically terminate without any further action by the Parties.
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Termination of the JV Agreement. In the event the JV Agreement is terminated for any reason, this Agreement shall immediately terminate and the licenses granted pursuant to Section 2 shall also immediately terminate except as set forth in subsection (e).
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Termination of the JV Agreement. This Agreement, the Services Agreement and the Transition and Management Agreement replace and supersede the JV Agreement, which as of the Effective Date shall be terminated by a separate instrument.
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Termination of the JV Agreement. It is one of the conditions precedent to the completion of the JV Formation that the Company has obtained all necessary approvals and consents in relation to the JV Agreement and the transactions contemplated thereunder on or before 30 November 2014. As at the date of this announcement, such condition has not yet been satisfied. Since the parties to the JV Agreement are not optimistic about the prospect of fulfillment of such condition by 30 November 2014, the parties have decided not to proceed with the JV Formation. On 24 November 2014, Meiming, a wholly-owned subsidiary of the Company, and Harbin China Distillery entered into a termination agreement (“Termination Agreement”) to terminate the JV Agreement with immediate effect. Pursuant to the Termination Agreement, neither party shall have any further obligations or liabilities towards the other nor any claims against the other in connection with the JV Agreement. The Board considers that the termination of the JV Agreement has no material adverse impact on the operations of the Group. As disclosed in the First Announcement, completion of the Subscription is conditional upon and subject to the satisfaction of certain conditions precedent. As at the date of this announcement, none of the conditions precedent has been satisfied. On 24 November 2014, the Company and the Subscriber entered into a supplemental agreement pursuant to which the parties mutually agreed to, amongst others, extend the long stop date for the satisfaction of the conditions precedent in respect of the Subscription from 30 November 2014 to 31 January 2015 and amend certain adjustment provisions to the Subscription Price. All other material terms of the Subscription Agreement remain unchanged. The Board considers that the extension of the long stop date does not have any material adverse effect on the operations of the Group.
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Termination of the JV Agreement. If the JV Agreement is terminated in accordance with the terms thereof, this License Agreement shall terminate automatically, effective immediately, without any further action by the Parties; provided, further for the avoidance of doubt, if Hong Kong Holdco exercises a buy or sell option pursuant to the terms of the JV Agreement, this License Agreement shall terminate automatically, effective immediately.
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Termination of the JV Agreement. (a) Bayer and CRISPR hereby agree to terminate the JV Agreement pursuant to Section 16.1(a) of the JV Agreement (the “Termination”) and the Term will terminate automatically upon the occurrence of the Closing (the “JV Agreement Termination Date”). Notwithstanding anything to the contrary in Section 16.2 of the JV Agreement, the terms set forth in this Agreement will control the results of the Termination, and Section 16.2 of the JV Agreement will not apply to the Termination. For the avoidance of doubt, the JV Agreement is not being terminated pursuant to Section 3.2 of the JV Agreement. (b) As a result of the Termination, the JV Agreement will forthwith become void and have no effect, without any liability or obligation on the part of Bayer or CRISPR under the JV Agreement. (c) As a result of the Termination, neither Bayer nor CRISPR will be required to make any further contributions and any remaining cash (including any cash capital) of Casebia or any of its Subsidiaries (following the payment of the Retirement Amount to Bayer) will not be repaid to Bayer or CRISPR (rather, it will remain at Casebia or such Subsidiary). For the avoidance of doubt, following the Closing, Bayer will have no obligations to pay any costs of Dissolution or any other amounts under the JV Agreement or any other Transaction Document other than the capped expense reimbursement contemplated by the Retirement Agreement. As a result of the Termination, neither Casebia nor any of its Subsidiaries will be required to remain in existence or wind-down unless otherwise determined by CRISPR following the Closing. (d) Subject to any survival terms set forth therein, each of the Bayer Services Agreement and the CRISPR Services Agreement, and any and all statements of work issued under any such agreements, will automatically terminate as of the Closing and be of no further force and effect. (e) Subject to any survival terms set forth therein, each of the CRISPR IP Contribution Agreement and the Bayer IP Contribution Agreement will automatically terminate at the Closing and be of no further force and effect. (f) Subject to any survival terms set forth therein, the Option Agreement will automatically terminate at the Closing and be of no further force and effect. (g) Subject to any survival terms set forth therein, the Cross License Agreement will automatically terminate at the Closing and be of no further force and effect. For the avoidance of doubt, the Cross License Agreement is not being t...
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Termination of the JV Agreement. The JV Agreement shall continue in full force and effect without limit in time until the earliest of: (i) any JV Shareholder shall elect to terminate the JV Agreement by service of a notice in writing to the other JV Shareholder; (ii) the date on which all the shares of the JV Company are held by only one (1) JV Shareholder or a selling JV Shareholder disposes, transfers or sells all its shares in the JV Company to a third party in compliance with the terms of the JV Agreement and a new shareholders’ agreement is entered into; (iii) the date the JV Company is wound up.
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Termination of the JV Agreement. The FCC approves the transfer of all of the capital stock of Expansion Co. to Manager, or Manager otherwise becomes the holder, or the beneficial owner of all of the capital stock of the holder, of the Licenses.
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Termination of the JV Agreement 
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Related to Termination of the JV Agreement

  • Termination of the Agreement In the event of failure by the participant to perform any of the obligations arising from the agreement, and regardless of the consequences provided for under the applicable law, the institution is legally entitled to terminate or cancel the agreement without any further legal formality where no action is taken by the participant within one month of receiving notification by registered letter. If the participant terminates the agreement before its agreement ends or if he/she fails to follow the agreement in accordance with the rules, he/she shall have to refund the amount of the grant already paid, except if agreed differently with the sending organisation. In case of termination by the participant due to "force majeure", i.e. an unforeseeable exceptional situation or event beyond the participant's control and not attributable to error or negligence on his/her part, the participant shall be entitled to receive at least the amount of the grant corresponding to the actual duration of the mobility period. Any remaining funds shall have to be refunded, except if agreed differently with the sending organisation.

  • Termination of Management Agreement Evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, and duly executed by Seller and the property manager.

  • Termination of the Lease The parties agree that the Management Agreement and the rights and benefits of Manager thereunder shall not be terminated or disturbed in any respect except in accordance with the terms of the Management Agreement, and not as a result of any termination of the Lease. Accordingly, if the Lease is terminated for any reason, including, without limitation, expiration of the term thereof or the "rejection" thereof following Bankruptcy (a) shall recognize Manager's rights under the Management Agreement, (b) agrees that Manager shall not be named as a party in any eviction or other possessory action or proceeding, and that Manager shall not be disturbed in its right to manage the Inn pursuant to the Management Agreement, and (c) shall at the time of or prior to such Lease Termination either (i) elect not to take either of the actions described in clause (c)(ii) below, in which case all of "Lessee's" rights, benefits, privileges and obligations under the Management Agreement with respect to periods after the Lease Termination shall be assumed directly by Lessor, or (ii) cause an "Approved Lessee" (as defined below) to (x) succeed to and assume Lessee's rights and obligations under the Lease, the Management Agreement, and this Agreement, or (y) enter into a new lease with Lessor in substantially the same form as the Lease, and assume the rights and obligations of the Lessee under the Management Agreement and this Agreement, the intent being that the relationship between any successor Lessee, Lessor and Manager be under the same terms and conditions as the relationship between Lessee, Lessor and Manager hereunder and under the Management Agreement and the Lease. Any successor to Lessee under clause (c)(ii) above shall be subject to Manager's prior written approval, which approval shall not be withheld or delayed if such successor to Lessee is (i) a direct or indirect wholly-owned subsidiary of Lessor, (ii) a person or entity to whom a Sale of the Inn is permitted under Section 10.02.A. of the Management Agreement, or (iii) a person or entity who otherwise is approved by Manager in its sole discretion (an "Approved Lessee").

  • Termination of the Contract 1. The Contractor may terminate the contract if the Partner has inadequately discharged or failed to discharge any of the contractual obligations, insofar as this is not due to force majeure, after notification of the Partner by registered letter has remained without effect for one month. 2. The Partner shall immediately notify the Contractor, supplying all relevant information, of any event likely to prejudice the performance of this contract.

  • Termination of the Plan Any other provi- sion of this plan to the contrary notwith- standing, no benefit will be paid for charges incurred by a participant or former par- ticipant after the termination of this plan.

  • Termination of Therapy Therapist reserves the right to terminate therapy at his/her discretion. Reasons for termination include, but are not limited to, untimely payment of fees, failure to comply with treatment recommendations, conflicts of interest, failure to participate in therapy, Patient needs are outside of Therapist’s scope of competence or practice, or Patient is not making adequate progress in therapy. Patient has the right to terminate therapy at his/her discretion. Upon either party’s decision to terminate therapy, Therapist will generally recommend that Patient participate in at least one, or possibly more, termination sessions. These sessions are intended to facilitate a positive termination experience and give both parties an opportunity to reflect on the work that has been done. Therapist will also attempt to ensure a smooth transition to another therapist by offering referrals to Patient.

  • TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT (a) This Agreement shall go into effect as to the Fund on the date set forth above and shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the Manager. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the Manager, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

  • Term; Termination of Agreement This Agreement shall continue in force for a period of one year from the date hereof, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Independent Directors to evaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • Termination of the Partnership The Partnership shall terminate when all assets of the Partnership, after payment or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the Partners in the manner provided for in this Article VIII, and the Certificate shall have been canceled in the manner required by the Act.

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