Unilateral Termination Clause Samples
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Unilateral Termination. (a) Either Parent or Seller, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated hereby.
(b) Either Parent or Seller, by giving written notice to the other, may terminate this Agreement if the Closing shall not have occurred by 5 p.m. Pacific Time on November 30, 2003 (the “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b) shall not be available to any party whose failure to perform in any material respect any of its obligations or covenants under this Agreement results in the failure of any condition set forth in Article 8, “Conditions to Closing” or if the failure of such condition results from facts or circumstances that constitute a material breach of a representation or warranty or covenant made under this Agreement by such party.
(c) Seller may terminate this Agreement at any time before the Closing (i) upon a breach of any representation, warranty, covenant or agreement on the part of Parent or Buyer set forth in this Agreement or any Buyer Ancillary Agreement, or if any representation or warranty of Parent or Buyer shall have become untrue, in either case such that the conditions set forth in Section 8.1(a) or Section 8.1(b) would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue or (ii) if the condition in Section 8.1(c) would not be satisfied at any time before the Closing, provided that if such inaccuracy in Parent’s or Buyer’s representations and warranties or breach by Parent or Buyer or the Material Adverse Change to Parent is curable by Parent, then Seller may not terminate this Agreement under this Section 9.2(c) for 15 days after delivery of written notice from Seller to Parent of such breach or Material Adverse Change to Parent, provided Parent continues to exercise reasonable efforts to cure such breach or Material Adverse Change to Parent (it being understood that Seller may not terminate this Agreement pursuant to this Section 9.2(c) if such breach by Parent or Buyer or Material Adverse Change to Parent is cured during such 15-day period, or if Seller shall have materially breached this Agreement).
(d) Paren...
Unilateral Termination. Either Party may elect to terminate this Agreement at any time by giving to the other Party not less than thirty (30) days advance written notice of the intent to terminate and the effective date of termination.
Unilateral Termination. Either ICD or Collaborator may unilaterally terminate this CRADA at any time by providing written notice at least sixty (60) days before the desired termination date. ICD may, at its option, retain funds transferred to ICD before unilateral termination by Collaborator for use in completing the Research Plan. If Collaborator terminates this Agreement before the completion of all approved or active Protocol(s), then Collaborator will supply enough Test Article (and Placebo, if applicable) to complete these Protocol(s) unless termination is for safety concerns.
Unilateral Termination. Either PHS or the Collaborator may unilaterally terminate this entire CRADA at any time by giving written notice at least thirty (30) days prior to the desired termination date, and any rights accrued in property, patents or other IP rights shall be disposed of as provided in paragraph 10.1.
Unilateral Termination. 15.1. Notwithstanding any provisions to the contrary, the Company may terminate this Agreement at any time, without notice or cause (the “Unilateral Termination”). For the avoidance of doubt, the Company may also exercise this right of Unilateral Termination in the event that the Performance Agreement to which this Agreement relates terminates for any reason.
15.2. In the event of Unilateral Termination, the Company shall send a Unilateral Termination Notice to the Investor (the “Unilateral Notice”). As the case may be, the Unilateral Notice may indicate whether the Unilateral Termination is caused by an Overage or termination of the Performance Agreement.
15.3. The Company shall send a Notice to the Investor containing the Termination Amount (the “Compensation Notice”) within seven (7) days of receipt of the Unilateral Notice.
15.4. The Company undertakes to pay the Termination Amount to the Investor no later than sixty (60) days from the date of receipt by Investor of the Compensation Notice.
15.5. The Termination Amount shall be :
(i) for cases of Unilateral Termination for Overage, the corresponding Fixed Compensation;
(ii) in the event of termination of the Performance Agreement, the amount of the indemnity received by the Company divided by the Maximum Supply; or
(iii) for all other cases of Unilateral Termination, the amount equal to [(Average of the Price over the thirty (30) days preceding the date of the Unilateral Notice PLUS thirty percent (30%))].
15.6. The Unilateral Termination shall take effect on the day of receipt of the Unilateral Notice.
Unilateral Termination. In the event either party, at any time, gives to the other at least thirty (30) days prior written notice of intention to terminate, with or without cause, this Agreement shall terminate: (a) at the end of such thirty (30) days; or (b) when all students enrolled in the OCPE Program with Agency at the time such notice is given have completed their respective courses of study with Agency under the OCPE Program, whichever occurs last.
Unilateral Termination. Either VA or Collaborator may unilaterally terminate this CRADA (1) at any time by providing written notice in accordance with Section 13.6 at least sixty (60) days before the desired termination date; or (2) immediately upon a material breach, for good cause, for subject safety, or upon termination of the study by the FDA.
Unilateral Termination. The contract may be unilaterally terminated only as follows:
Unilateral Termination. 11.2.1 Either Parent or Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger.
11.2.2 Either Parent or Company, by giving written notice to the other, may terminate this Agreement if the Merger shall not have been consummated by 2:00 p.m. Eastern Time on the Termination Date; provided, however, that the right to terminate this Agreement pursuant to this Section 11.2.2 shall not be available to any party whose failure to perform in any material respect any of its obligations or covenants under this Agreement results in the failure of any condition set forth in Article 9 or Article 10 or if the failure of such condition results from facts or circumstances that constitute a material breach of a representation or warranty or covenant made under this Agreement by such party.
11.2.3 Either Parent or Company may terminate this Agreement at any time prior to the Effective Time if the other has committed (or, in the case of a termination by Company, Sub has committed) a material breach of (a) any of such party’s representations and warranties contained in this Agreement; or (b) any of such party’s covenants contained in this Agreement, and has not cured such material breach within ten days after the party seeking to terminate this Agreement has given the other party written notice of the material breach and its intention to terminate this Agreement pursuant to this Section 11.2.3.
11.2.4 Parent, by giving written notice to Company, may terminate this Agreement if a Material Adverse Change in Company has occurred.
Unilateral Termination. The Employment Period may be terminated by either party at any time by written notice of termination given to the other party at least ninety (90) days in advance of the termination date stated in such notice.