Termination Without Breach. Either party may terminate this Agreement with or without cause, upon thirty days’ written notice to the other.
Termination Without Breach. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, without any further Liability of any Party at any time prior to the Closing:
(a) by mutual written agreement of Buyer and Shareholders’ Agent; or
(b) by either Buyer or Shareholders’ Agent in the event the Closing shall not have occurred on or before September 30, 2004, or such other date as Buyer and Shareholders’ Agent shall agree upon in writing, provided that such date shall be extended for a period not to exceed sixty (60) calendar days to the extent necessary to obtain required approvals of Governmental Entities; or
(c) by either Buyer or Shareholders’ Agent in the event any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order, or refused to grant any required consent or approval, that has the effect of making the consummation of the transactions contemplated hereby illegal or that otherwise prohibits the consummation of such transactions; or
(d) by Buyer in the event any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order, or granted any required consent or approval, that has the effect of conditioning the consummation of the transactions contemplated hereby upon the divesture, sale or holding separate of any of Buyer’s or its Affiliates’ (including, for this purpose, Company’s) assets, businesses or properties, the execution of a consent decree or the assumption of any other obligations with respect to the ongoing operations of Buyer and/or its Affiliates (including, for this purpose, Company); or
(e) by Buyer pursuant to the provisions of Section 10.6; provided, however, that if a Party seeking termination pursuant to Section 12.1(b) is in breach in any material respect of any of its representations, warranties, covenants or agreements contained in this Agreement (except to the extent waived as contemplated by Section 10.6), then that Party may not terminate this Agreement pursuant to Section 12.1(b).
Termination Without Breach. Notwithstanding Section 20.1:
20.2.1 the Federation may terminate this Agreement in respect of one or more Desjardins Payment Services at any time upon giving sixty (60) days’ prior written notice to the Merchant; and
20.2.2 the Merchant may terminate this Agreement at any time with respect to one or more Desjardins Payment Services, subject to Sections 3.1 and 6.1.1, upon payment to the Federation of a termination fee equal to three hundred dollars ($300). This fee is payable on the date of termination;
Termination Without Breach. In the event that this Agreement is terminated under Section 13.1 under circumstances other than those described in Section 13.3(a) or (b), Buyer shall be entitled to receive back the entirety of the Performance Deposit, free of any claims by Seller with respect thereto.
Termination Without Breach. In the event either party desires to exercise any right expressly provided in this Agreement to terminate this Agreement, such party shall give written notice of such termination and the reason therefor to the other party. Thereafter, except in the event of a termination based upon a default by either party in the performance of its obligations under this Agreement, and effective as of the effective date of such notice, each party shall be released from its obligations hereunder and all monies and documents deposited into Escrow shall be returned to the party which deposited them, all documents delivered by Seller to Buyer relating to the Property shall be returned to Seller; provided, however, that nothing herein shall limit Buyer's indemnity set forth in Section 2.3(b) and 7.14(c) hereof.
Termination Without Breach. Client may terminate this Agreement or a Proposal prior to completion of the Proposal by providing sixty (60) days written notice to KBI Biopharma, subject to the conditions of this Section 24.2. Upon receipt of such notice of termination, KBI Biopharma will promptly scale down the affected portion of the Proposal and use reasonable commercial efforts to avoid (or minimize, where non-cancellable) additional expenses. It is understood between the Parties that KBI Biopharma will incur substantial costs for reservations of resources and planning in order to undertake the provision of Services. Therefore, in the event that this Agreement or a Proposal is terminated for any reason other than (i) by Client for KBI Biopharma’s material breach in accordance with Section 24.3 or (ii) by Client in accordance with Section 24.4, Client shall pay KBI Biopharma upon receipt of invoice all of its costs for Services performed and expenses incurred or irrevocably obligated related to the Proposal and wind down of activities, plus, as liquidated damages and not as a penalty, an amount equal to the greater of (a) twenty percent (20%) of the cost of the Services not yet performed as of the effective date of termination for any Proposal terminated under this Section 24.2; or (b) the amounts due pursuant to Section 6.3 for cancellation or postponement of any manufacturing runs scheduled within 180 days of the termination.
Termination Without Breach. In the event either party desires to exercise any right expressly provided in this Agreement to terminate this Agreement, such party shall give written notice of such termination and the reason therefor to the other party. Thereafter, except in the event of a termination based upon a default by either party in the performance of its obligations under this Agreement, and effective as of the effective date of such notice, each party shall be released from its obligations hereunder and all monies and documents deposited into Escrow shall be returned to the party which deposited them, all documents delivered by Seller to Buyer relating to the Property shall be returned and all reports, studies, analyses and tests prepared by or for Buyer relating to the Property shall immediately be delivered to Seller; provided, however, that nothing herein shall limit Buyer's indemnity set forth in Section 2.3(c) and 7.13(c) hereof.
Termination Without Breach. Notwithstanding Subsection 13.1:
13.2.1 the Federation may terminate this Agreement at any time upon giving sixty (60) days’ prior written notice to the Merchant, notwithstanding Section 2126 of the Civil Code of Québec. In this case, the Federation is only required to repay any advances it has received in excess of what it has earned.
13.2.2 the Merchant may terminate this Agreement at any time, with no termination fee.
13.2.3 this Agreement will automatically terminate at the same time that the Desjardins Payment Services Agreement between the Federation and the Merchant is terminated, notwithstanding Section 2126 of the Civil Code of Québec.
Termination Without Breach. Client may terminate this Agreement or a Proposal prior to completion of the Proposal by providing sixty (60) days written notice to KBI Biopharma, subject to the conditions of this Section 25.2. Upon receipt of such notice of termination, KBI Biopharma will promptly scale down the affected portion of the Proposal and use reasonable commercial efforts to avoid (or minimize, where non-cancellable) additional expenses.
Termination Without Breach. Licensee shall have the right to terminate this Agreement upon ninety (90) days prior written notice to Genentech.
