Termination, Rescission. 14.1 In case of a contract for the performance of a continuing obligation such contract may be terminated without notice for good cause. Grounds for good cause shall also include:
14.2 If the Contractor has acquired from the Principal any documents, records, plans or drawings within the scope of the contractual collaboration or for the purposes of fulfilling the contract the Contractor must forthwith hand them over to the Principal in the event of termination of the contract by a party to the contract. These requirements apply likewise in the event of rescission.
Termination, Rescission. (a) This Agreement may be terminated and the sale and purchase of the Preferred Shares abandoned at any time prior to the Closing by either the Company or any Purchaser (with respect to itself only) upon written notice to the other, if the Closing has not been consummated on or prior to 5:00 p.m., New York City time, on the Outside Date; provided, however, that the right to terminate this Agreement under this Section 6.16 shall not be available to any Person whose failure to comply with its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such time. In the event that any Purchaser terminates this Agreement with respect to itself, the Company shall give prompt notice of the termination to each other Purchaser, and, as necessary, work in good faith to restructure the transaction to allow each Purchaser that does not exercise a termination right to purchase the full number of Securities set forth below such Purchaser’s name on the signature page of this Agreement while remaining in compliance with Section 4.12. Nothing in this Section 6.16 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. In the event of a termination pursuant to this Section 6.16, the Company shall promptly notify all non-terminating Purchasers. Upon a termination in accordance with this Section 6.16, the Company and the terminating Purchaser(s) shall not have any further obligation or liability (including arising from such termination) to the other, and no Purchaser will have any liability to any other Purchaser under the Transaction Documents as a result therefrom.
(b) Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.
(c) Promptly following the ...
Termination, Rescission. 20.1 The Principal can cancel the agreement unilaterally at any time, provided that it compensates the Contractor for what has already been delivered or performed properly and for the cancellation costs demonstrated by the Contractor. No compensation shall be paid for loss of profit.
20.2 If the Contractor seriously fails to fulfil its contractual obligations, the Principal can dissolve this agreement and all orders in hand and/or placed ipso jure by registered letter, without prejudice to its right to compensation. Serious shortcomings are considered to be, for example but not exclusively, repeated failure to comply with the warranty obligation, failure to comply with the safety provisions or the ESG Standards, failure to pay its social, tax or salary debts, not (or no longer) being in possession of the required permits or approvals, using staff which do not (or no longer) possess the required autorisations, permits or approvals, events which undermine the creditworthiness of the Contractor (e.g. bankruptcy) or which make the successful performance of the works uncertain.
20.3 If the Contractor has acquired from the Principal any documents, records, plans or drawings within the scope of or for the purposes of fulfilling the contract the Contractor must forthwith hand them over to the Principal in the event of termination of the contract by the Principal. These requirements apply likewise in the event of rescission.
Termination, Rescission. 16.1 Unless the contrary has been agreed upon between the parties, the Company may ordinarily terminate the contract in
16.2 Each contracting party is entitled to terminate the agreement for good cause, provided the respective statutory requirements for this are met, such as for continuing obligations as per § 314 BGB or services within the scope of work contracts as per § 648a BGB. A good cause for termination by the Company also exists when:
16.3 In cases of termination for good cause as per No. 16.2, the services verifiably performed by the Contractor in line with the contract up to the time of the cancellation shall be remunerated upon submission of the relevant receipts. Payments already made by the Company shall be offset against the payment or refunded in cases of overpayment. The Company´s further statutory rights and claims in particular with regard to damage compensation, shall remain unaffected.
16.4 In case the contract is terminated, the Contractor shall immediately furnish the Company forthwith the models, samples, drawings, data, materials and other documents prepared for the Company in executing the contract and grant to him the rights of use thereto as stated in paragraph 17.
16.5 In case the contract is terminated, the Company will inform the Contractor if and to what extent services not yet completed shall be completed by Contractor. The terms and conditions of the respective contract shall apply to the completion of such outstanding services.
16.6 In case the contract is terminated, the Company shall compensate Contractor equitably the prorated remuneration for the part of the services actually performed up to the date of termination and documented and proven by Contractor to be in accordance with the contract.
16.7 Each party shall immediately inform the other party about any necessary expected postponements of training services. If the Company is responsible for the postponement and if a new date is agreed for the training performance, the special terms for the termination of contracts for the provision of training services defined in Section 16.6, Paragraphs 2 and 3 shall apply.
16.8 The cancellation or other termination of the contract shall not affect the rights of the Company according to Section 11 (IPR infringement), Section 17 (Rights of Use), Section 18 (Documents, Confidentiality) and Sections 19.3 and 19.4.
Termination, Rescission. 17.1. If the Company is entitled to a right of rescission from this contract and if upholding other contracts concluded with the Contractor (e.g. software maintenance contracts in accordance with clause 11) proves unreasonable for the Principle for the same good cause, the Company may also terminate other contracts existing at the time of termination or may terminate contracts not completed against payment of pro-rata compensation for services already rendered. In the above case, the Contractor is not entitled to any further claims for damages, reimbursement of expenses or remuneration.
17.2. If the Contractor has acquired from the Company any documents, records, plans or drawings within the scope of or for the purposes of fulfilling the contract the Contractor must forthwith hand them over to the Company in the event of termination of the contract by the Company. These requirements apply likewise in the event of rescission.
Termination, Rescission. (a) This Agreement may be terminated and the sale and purchase of the Preferred Shares abandoned at any time prior to the Closing by either the Company or the Purchaser upon written notice to the other, if the Closing has not been consummated on or prior to 5:00 p.m., New York City time, on the Outside Date; provided, however, that the right to terminate this Agreement under this Section 6.16 shall not be available to any Person whose failure to comply with its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such time. Nothing in this Section 6.16 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. In the absence of a breach of this Agreement, upon a termination in accordance with this Section, the Company and the Purchaser shall not have any further obligation or liability (including arising from such termination) to the others.
(b) Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.
Termination, Rescission. 16.1 Unless the contrary has been agreed upon between the parties, the Principal may terminate the contract in whole or in part with a notice period of one (1) month to the end of the month without giving any reason. Principal may terminate contracts (call-off, single order, framework agreement) concerning the provision of services at any time up to the completion of the relevant service.
16.2 The Contract may be terminated without notice for good cause. Grounds for good cause shall, in particular but without limitation, include:
16.3 In case the contract is terminated, the Contractor shall immediately furnish the Principal forthwith the models, samples, drawings, data, materials and other documents prepared for the Principal in executing the contract and grant to him the rights of use thereto as stated in paragraph 17.
16.4 In case the contract is terminated, the Principal will inform the Contractor if and to what extent services not yet completed shall be completed by Contractor. The terms and conditions of the respective contract shall apply to the completion of such outstanding services.
16.5 In case the contract is terminated, the Principal shall compensate Contractor equitably the prorated remuneration for the part of the services actually performed up to the date of termination and documented and proven by Contractor to be in accordance with the contract. In case the contract is terminated due to a significant breach of the Contractor’s duty, the Contractor shall be entitled to payment only in respect of the actual value of that proportion of the service performed by Contractor up to termination of the contract and to the extent that such proportion is of benefit to the Principal. In the event the contract is terminated in accordance with this Section 16, Contractor shall not be entitled to any other payment, compensation for damages or reimbursement of expenses.
16.6 The cancellation or other termination of the contract shall not affect the rights of the Principal according to Section 11 (IPR infringement), Section 17 (Rights of Use), Section 18 (Documents, Confidentiality) and Sections 19.3 and 19.4.
Termination, Rescission. 17.1 In case of a contract for the performance of a continuing obligation such contract may be terminated without notice for good cause. Grounds for good cause shall also include:
17.2 If the Contractor has acquired from the Principal any documents, records, plans or drawings within the scope of the contractual collaboration or for the purposes of fulfilling the contract the Contractor must forthwith hand them over to the Principal in the event of termination of the contract by a party to the contract. These requirements apply likewise in the event of rescission.
17.3 The Principal may terminate the contract for the performance of a continuing obligation at any time and without cause upon thirty (30) days written notice to Contractor without incurring any liability for compensation or indemnification to Contractor.
Termination, Rescission. (a) This Agreement may be terminated and abandoned at any time prior to the Effective Time of the Exchange:
(i) by mutual written consent of Pubco and the Company;
(ii) by either Pubco or the Company if any Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Exchange and such order, decree, ruling or other action shall have become final and nonappealable;
(iii) by either Pubco or the Company if the Exchange shall not have been consummated on or before November 30, 2013 (other than as a result of the failure of the party seeking to terminate this Agreement to perform its obligations under this Agreement required to be performed at or prior to the Effective Time);
(iv) by Pubco, if a material adverse change shall have occurred relative to the Company (and not curable within thirty (30) days);
(v) by the Company if a material adverse change shall have occurred relative to Pubco (and not curable within thirty (30) days);
(vi) by Pubco, if the Company willfully fails to perform in any material respect any of its material obligations under this Agreement; or
(vii) by the Company, if Pubco willfully fails to perform in any material respect any of its obligations under this Agreement.
Termination, Rescission. 16.1 The Principal’s right to ordinary termination of the contract with notice or to rescission from the contract shall follow statutory provisions, unless set forth otherwise in the individual contract.
16.2 Each contracting party is entitled to terminate the agreement for good cause, provided the respective statutory requirements for this are met, such as per Articles 127,128 and 358. of the Law of contract and torts. A good cause for termination by the Princi- pal is given in particular if:
16.3 In cases of termination for good cause as per No. 16.2, the services verifiably performed by the Contractor in line with the contract up to the time of the cancellation shall be remunerated upon submission of the relevant receipts. Payments already made by the Principal shall be offset against the payment or re- funded in cases of overpayment. The Principal’s further statutory rights and claims, in particular with regard to damage compensa- tion, shall remain unaffected.
16.4 If the Contractor has acquired from the Principal any docu- ments, records, plans or drawings within the scope of the con- tractual collaboration or for the purposes of fulfilling the contract the Contractor must forthwith hand them over to the Principal in the event of termination of the contract by a party to the contract. These requirements apply likewise in the event of rescission.
