TERMINATION Xxxxxxx Sample Clauses

TERMINATION Xxxxxxx xxx may terminate this Agreement for any or no reason effective immediately upon written notice to Customer. Customer may terminate this Agreement at any time after giving written notice to Xxxxxxx.xxx and such termination shall be effective as of
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TERMINATION Xxxxxxx. Client or TotalSource may terminate this Agreement at any time, including during the Initial Term, for any reason upon at least thirty (30) days prior written notice. Either party may terminate this Agreement immediately and without prior notice for Cause, as defined below. Cause as it relates to the right of either party to terminate this Agreement immediately and without prior notice includes the following: (i) the other party’s material violation of law; (ii) the other party’s material breach of this Agreement; or (iii) the other party filing for relief under the Bankruptcy Code, seeking the appointment of a receiver or trustee, or dissolving the entity. Cause as it relates solely to the right of TotalSource to terminate this Agreement, immediately and without prior notice to Client, includes the following: (i) Client’s non-payment of any amount due to TotalSource; (ii) Client’s material adverse change in financial position or operations; (iii) Client’s inability to pay debts as they become due in the ordinary course of business; (iv) Client’s assignment of Worksite Employees to operations which contain a workers’ compensation code different from that disclosed to TotalSource prior to the execution of this Agreement without TotalSource’s prior consent; (v) TotalSource receives notification from the bank from which TotalSource debits Client’s account that such bank is no longer willing, for any reason, to originate debits and credits; (vi) Client’s termination of its authorization to allow TotalSource to debit Client’s account; or (vii) failure of Client to pay the EPLI deductibles (retention). The effective date of termination of this Agreement shall be the last day of the last payroll period for which TotalSource received full payment from Client in the event TotalSource terminates this Agreement for any of the following reasons: (i) Client’s non-payment of any amount due to TotalSource, including receipt of full payment as set forth in Section 2 herein; (ii) Client’s material adverse change in financial position or operations; or (iii) Client’s inability to pay debts as they become due in the ordinary course of business. Client understands that failure to give the required notice of termination is a breach of this Agreement and Client is responsible to pay TotalSource the Service Fee that would have been due to TotalSource for the number of days remaining in the notice period.
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TERMINATION Xxxxxxx. 4.1 Either party may terminate this Agreement, without cause, by giving thirty (30) days written notice to the other party. 4.2 Unless otherwise waived in writing by the LCBO, this Agreement will automatically and immediately terminate without any further notice or action taken on behalf of the parties upon the occurrence of any one of the following: (a) the Agent's Licence is revoked or expires; (b) pursuant to Section 5.7 herein; or (c) the Agent has not actively placed new purchase orders for Products on behalf of the Supplier for a consecutive period of twenty‐four (24) months and there is no inventory of Supplier Product(s) on hand at the Premises. 4.3 The LCBO shall be entitled to immediately suspend or terminate this Agreement in whole or in part upon written notice to the Supplier: (a) upon the occurrence of any one of the events contemplated by the provisions of Section 4.6; (b) if the Agent’s Licence is suspended or the Agent is no longer in good standing with a regulatory or governing body in respect of their Agent’s Licence; (c) if the Consignment Program Agreement with the Agent is suspended or terminated in whole or in part; or (d) the Agent’s authority to represent the Supplier is cancelled by the Supplier by written notice to the LCBO. 4.4 The Supplier acknowledges and agrees that the LCBO may terminate the Program in the LCBO's sole discretion and, that if the Program is terminated by the LCBO, this Agreement shall automatically terminate. 4.5 Termination of this Agreement, whether or not for cause, shall not release either party from any obligations under this Agreement incurred prior to the date of termination and those obligations shall be discharged promptly, provided however, that neither the LCBO nor the Supplier shall, by reason of the termination of this Agreement whether or not for cause, be liable to the other for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales, or on account of expenditures, investments, leases or commitments in connection with the business or goodwill of the LCBO or the Supplier or otherwise. 4.6 For purposes of this Agreement, the Supplier shall be in default if: (a) it breaches a provision of this Agreement (including without limitation, the failure to perform any covenant or condition or agreement contained in this Agreement), or a provision of the Program Guidelines; (b) any representation or warranty made or deemed to be made by the Supplier in conn...
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Related to TERMINATION Xxxxxxx

  • Termination by Xxxxxxx If Grantee seeks to terminate this Contract, Grantee shall give System Agency no less than sixty (60) calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted.

  • Termination by Xxxxxx This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by Parent: (a) if the Company breaches any of its representations or warranties, or fails to perform any of its covenants or agreements contained in this Agreement, and which breach or failure (i) would give rise to the failure of a condition set forth in paragraph (d), (e) or (f) of Annex I and (ii) by its nature cannot be cured or has not been cured by the Company by the earlier of (A) the Outside Date and (B) the date that is twenty (20) Business Days after the Company’s receipt of written notice of such breach from Parent, but only so long as neither Parent nor Merger Sub are then in material breach of their respective representations or warranties or materially failing to perform their respective covenants or agreements contained in this Agreement in a manner that would allow the Company to terminate this Agreement under Section 7.4(b); or (b) (i) upon prior written notice to the Company if the Company Board (acting upon the recommendation of the Special Committee), the Special Committee or any other duly authorized committee of disinterested members of the Company Board shall have effected an Adverse Recommendation Change (provided that, any written notice, including pursuant to Section 5.3(d), of the Company’s intention to make an Adverse Recommendation Change in advance of making an Adverse Recommendation Change shall not result in Parent having any termination rights pursuant to this Section 7.3(b)(i) unless such written notice otherwise constitutes an Adverse Recommendation Change); provided, however, that Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.3(b)(i) unless the notice of termination pursuant to this Section 7.3(b)(i) is delivered by Parent to the Company within five (5) Business Days following the occurrence of the event giving rise to Parent’s right to terminate this Agreement pursuant to this Section 7.3(b)(i), (ii) if the Company shall have materially breached any of its obligations under Section 5.3, (iii) if the Company shall have failed, within ten (10) Business Days of a tender or exchange offer that constitutes a Takeover Proposal relating to securities of the Company having been commenced, to publicly recommend against such tender or exchange offer or (iv) if the Company shall have failed to publicly reaffirm its recommendation of the Offer and the Merger within ten (10) Business Days after a request to do so by Parent following the date any Takeover Proposal or any material modification thereto is first commenced, publicly announced, distributed or disseminated to the Company’s stockholders (provided that Parent may only make such request once with respect to each Takeover Proposal and each material modification thereto).

  • Termination by Xxxxx Subject to Section 5.2, the CAISO may terminate this Agreement by giving written notice of termination in the event that the Participating Load commits any material default under this Agreement and/or the CAISO Tariff which, if capable of being remedied, is not remedied within thirty (30) days after the CAISO has given, to the Participating Load, written notice of the default, unless excused by reason of Uncontrollable Forces in accordance with Article X of this Agreement. With respect to any notice of termination given pursuant to this Section, the CAISO must file a timely notice of termination with FERC, if this Agreement was filed with FERC, or must otherwise comply with the requirements of FERC Order No. 2001 and related FERC orders. The filing of the notice of termination by the CAISO with FERC will be considered timely if: (1) the filing of the notice of termination is made after the preconditions for termination have been met, and the CAISO files the notice of termination within sixty (60) days after issuance of the notice of default; or (2) the CAISO files the notice of termination in accordance with the requirements of FERC Order No. 2001. This Agreement shall terminate upon acceptance by FERC of such a notice of termination, if filed with FERC, or thirty (30) days after the date of the CAISO’s notice of default, if terminated in accordance with the requirements of FERC Order No. 2001 and related FERC orders.

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity and up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of the ESC Region 8 and TIPS. Does vendor agree? Yes

  • Expiration/Termination Upon expiration of the Service Period or termination pursuant to Section 7 of the General Terms, Customer shall immediately cease use of the Service and return or destroy (in accordance with Avaya’s instructions) any Deliverables provided to Customer in connection with the Service, including any Avaya’s Intellectual Property. Upon request, Customer shall certify in writing to Avaya that Customer has complied with this provision and Avaya may provide such certification to its suppliers.

  • Force Xxxxxx The Escrow Agent shall not be responsible for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God, earthquakes, fires, floods, wars, civil or military disturbances, sabotage, epidemics, riots, interruptions, loss or malfunctions of utilities, computer (hardware or software) or communication service, accidents, labor disputes, acts of civil or military authority, or governmental actions.

  • CONTRACT MANAGEMENT AND EARLY TERMINATION 14 8.1 Contract Remedies. 14 8.2 Termination for Convenience 14 8.3 Termination for Cause 14 9.1 Amendment 15 9.2 Insurance 15 9.3 Legal Obligations 15 9.4 Permitting and Licensure 16 9.5 Indemnity 16 9.6 Assignments 16 9.7 Independent Contractor 17 9.8 Technical Guidance Letters 17 9.9 Dispute Resolution 17 9.10 Governing Law and Venue 17 9.11 Severability 17 9.12 Survivability 18 9.13 Force Majeure 18 9.14 No Waiver of Provisions 18 9.15 Publicity 18 9.16 Prohibition on Non-compete Restrictions 19 9.17 No Waiver of Sovereign Immunity 19 9.18 Entire Contract and Modification 19 9.19 Counterparts 19 9.20 Proper Authority 19 9.21 E-Verify Program 19 9.22 Civil Rights 19 9.23 System Agency Data 21 v. 2 16.1 Effective 03/26/2019 HHSC Grantee Uniform Terms and Conditions Page 3 of 21

  • Termination with Good Reason Executive may terminate this Agreement for Good Reason, and thereby resign his employment, after providing thirty (30) days’ written notice to the Company of the act(s) or omission(s) constituting Good Reason (which notice must be given within ninety (90) days after the occurrence of such act(s) or omission(s) and describe the act(s) or omission(s) in reasonable detail) if such act(s) or omission(s) is/are not cured by the Company within thirty (30) days after Executive provides such written notice. For purposes hereof, “Good Reason” means any of the following reasons that occurs without Executive’s written consent:

  • Termination; General The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or limited by the Commission, the New York Stock Exchange or the Nasdaq Global Market, or if trading generally on the NYSE American or the New York Stock Exchange or in the Nasdaq Global 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 FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

  • Automatic Termination This Agreement shall automatically and immediately terminate in the event of its “assignment” (as defined in the 1940 Act).

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