Default and Provisions for Termination of the Agreement Clause Samples

Default and Provisions for Termination of the Agreement. A. The AGENCY shall have the right to terminate this AGREEMENT or to pursue any appropriate legal remedy in the event CONTRACTOR materially breaches this AGREEMENT and fails to correct such default within ten (10) calendar days following the service of a written notice by the AGENCY specifying the default(s) complained of and the date of intended termination of rights absent cure. B. Conditions/circumstances that constitute a material breach by CONTRACTOR shall include but not be limited to any of the following: 1. Willful falsification of data supplied to the AGENCY by CONTRACTOR related to the services covered under this AGREEMENT, including by way of example but not by way of exclusion, dispatch data, patient report data, response time data, financial data, or falsification of any other data required under this AGREEMENT. 2. Failure of CONTRACTOR to operate its ambulance services in a manner which enables the AGENCY or CONTRACTOR to remain in substantial compliance with the requirements of applicable federal, state, and county laws, rules, or regulations. Minor infractions of such requirements shall not constitute a material breach, but such willful and repeated infractions shall constitute a material breach. 3. Chronic and persistent failure by CONTRACTOR to maintain vehicles or equipment in accordance with good maintenance practices and applicable AGENCY policies. 4. Deliberate, excessive, or unauthorized scaling down of operations to the detriment of performance by CONTRACTOR during a "Lame Duck" period described in Section 6.20 of this AGREEMENT. 5. Deliberately increasing the cost of providing services, failing to maintain positive labor relations, or undertaking any activity designed to make it more difficult for a transition to a new contractor or for a new contractor’s operation in the event of a default or failure of CONTRACTOR to prevail during a subsequent competitive procurement cycle. 6. Willful attempts by CONTRACTOR to intimidate or otherwise punish employees who desire to sign contingent employment contracts with competing proposers during a subsequent competitive procurement cycle. 7. Willful attempts by CONTRACTOR to intimidate or punish employees who participate in legally protected concerted activities, or who form or join any professional associations. 8. Chronic and persistent failure of CONTRACTOR’S employees to conduct themselves in a professional and courteous manner, or to present a professional appearance. 9. Repeated failure ...
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Default and Provisions for Termination of the Agreement. The AGENCY shall have the right to terminate this AGREEMENT or to pursue any 6 appropriate legal remedy in the event CONTRACTOR materially breaches this 7 AGREEMENT and fails to correct such default within ten (10) calendar days following 8 the service of a written notice by the AGENCY specifying the default(s) complained of 9 and the date of intended termination of rights absent cure.
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Default and Provisions for Termination of the Agreement 
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Related to Default and Provisions for Termination of the Agreement

  • Exercise of Option and Provisions for Termination (a) Except as otherwise provided herein, this option is exercisable for the first time with respect to the following shares subject to the option: shares on the first anniversary of the date of grant; an additional shares on the second anniversary of the date of grant; an additional shares on the third anniversary of the date of grant; an additional shares on the fourth anniversary of the date of grant; and an additional shares on the fifth anniversary of the date of grant; so that, after the expiration of the fifth anniversary of the date of grant, the option shall be exercisable in full. To the extent not exercised, installments shall be cumulative and shall be exercisable in whole or in part; provided that no partial exercise of the option shall be for less than 10 whole shares. This option shall become fully exercisable, irrespective of the limitations set forth above, provided that the Employee has been in continuous employment since the date of grant, upon a Change in Control. This option may not be exercised at any time after the tenth anniversary of the date of grant. (b) Subject to the conditions hereof, this option shall be exercisable by the Employee giving written notice of exercise to the Company, specifying the number of shares to be purchased and the purchase price to be paid therefor and accompanied by payment in accordance with Section 3 hereof. Such exercise shall be effective upon receipt by the Treasurer of the Company of the written notice together with the required payment. (c) If the Employee ceases to be employed by the Company or one of its subsidiaries for any reason, including retirement but other than death, this option shall immediately terminate; provided, however, that any portion of this option which was otherwise exercisable on the date of termination of the Employee’s employment may be exercised within the three-month period following the date on which the Employee ceased to be so employed unless termination was due to “cause” as determined by the Board of Directors or the Employee is found by the Board of Directors to have disclosed trade secrets of the Company. In no event may this option be exercised after the tenth anniversary date. Any such exercise may be made only to the extent of the number of shares subject to this option which are purchasable upon the date of such termination of employment. If the Employee dies during such three-month period, this option shall be exercisable by the Employee’s personal representatives, heirs or legatees to the same extent and during the same period that the Employee could have exercised this option on the date of his or her death. (d) If the Employee dies while an employee of the Company or any subsidiary of the Company, this option shall be exercisable, by the Employee’s personal representatives, heirs or legatees, to the same extent that the Employee could have exercised this option on the date of his or her death. This option or any unexercised portion hereof shall terminate unless so exercised prior to the earlier of the expiration of one year from the date of such death or the tenth anniversary date. (e) The Employee agrees that he will not exercise this option, and that the Company will not be obligated to issue any shares of Common Stock pursuant to this option agreement, if the exercise of the option or the issuance of such shares would constitute a violation by the Employee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. Whether or not the issuance of shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Employee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as possible, shall be postponed for the period of time necessary to take such action. (f) A “Change in Control’ shall be deemed to have occurred as of the date that one or more of the following occurs: (i) Individuals who, as of the date hereof, constitute the entire Board of Directors of the Company (‘Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the then Incumbent Directors shall be considered as though such individual was an Incumbent Director, but excluding, for this purpose any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest, as such terms are used in Rule 14a-11 under the Securities Exchange Act of 1934, as amended (“Exchange Act”) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person (as defined below) other than the Board; (ii) The stockholders of the Company shall approve (A) any merger, consolidation or recapitalization of the Company (or, if the capital stock of the Company is affected, any subsidiary of the Company), or any sale, lease, or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company (each of the foregoing being an “Acquisition Transaction”) where (1) the stockholders of the Company immediately prior to such Acquisition Transaction would not immediately after such Acquisition Transaction beneficially own, directly or indirectly, shares or other ownership interests representing in the aggregate fifty one percent (51%) or more of (a) the then outstanding common stock or other equity interests of the corporation or other entity surviving or resulting from such merger, consolidation or recapitalization or acquiring such assets of the Company, as the case may be (the ‘Surviving Entity”) (or of its ultimate parent corporation or other entity, if any), and (b) the Combined Voting Power of the then outstanding Voting Securities of the Surviving Entity (or of its ultimate parent corporation or other entity, if any) or (2) the Incumbent Directors at the time of the initial approval of such Acquisition Transaction would not immediately after such Acquisition Transaction constitute a majority of the Board of Directors, or similar managing group, of the Surviving Entity (or of its ultimate parent corporation or other entity, if any), or (B) any plan or proposal for the liquidation or dissolution of the Company; or

  • 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.

  • Procedure for Termination The party designated in Section 4.03 of the Trust Agreement shall advise the Securities Administrator in writing of its election to cause a Terminating Purchase, no later than the Distribution Date in the month preceding the Distribution Date on which the Terminating Purchase will occur. Notice of the Distribution Date on which any such termination shall occur (or the Distribution Date on which final payment or other Liquidation of the last Mortgage Loan remaining in the Trust or the disposition of the last REO Property remaining in the Trust will be distributed to Certificateholders, as reflected in the Remittance Report for such month (the “Final Distribution Date”) shall be given promptly by the Securities Administrator by letter to Certificateholders mailed (a) in the event such notice is given in connection with a Terminating Purchase, not earlier than the 15th day of the month preceding such final distribution and not later than the 5th day of the month of such final distribution or (b) otherwise during the month of such final distribution on or before the Servicing Remittance Date in such month, in each case specifying (i) the Final Distribution Date and that final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Securities Administrator therein designated on that date, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Final Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Securities Administrator. The Securities Administrator shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with a Terminating Purchase, the purchaser shall deliver to the Securities Administrator for deposit in the Certificate Account on the Business Day immediately preceding the Final Distribution Date an amount in next day funds equal to the Termination Price, as the case may be. Upon presentation and surrender of the Certificates on a Distribution Date by Certificateholders, the Securities Administrator shall distribute to Certificateholders (A) the amount otherwise distributable on such Distribution Date, if not in connection with Terminating Purchase, or (B) if in connection with a Terminating Purchase, an amount determined as follows: with respect to each Certificate with an outstanding Certificate Balance, the outstanding Certificate Balance thereof, plus interest thereon through the Accounting Date preceding the Distribution Date fixed for termination and any previously unpaid interest, net of unrealized losses, Realized Interest Shortfall and Shortfall with respect thereto; and in addition, with respect to each Residual Certificate, the Percentage Interest evidenced thereby multiplied by the difference between the Termination Price and the aggregate amount to be distributed as provided in the first clause of this sentence and the next succeeding sentence. Upon the deposit of the Termination Price in the Certificate Account, the Securities Administrator, on behalf of the Trustee, and any Custodian acting as its agent, shall promptly release to the purchaser the Trustee Mortgage Loan Files for the remaining Mortgage Loans, and the Securities Administrator, on behalf of the Trustee, shall execute all assignments, endorsements and other instruments without recourse necessary to effectuate such transfer. The Trust shall terminate immediately following the deposit of funds in the Termination Account as provided below. In the event that all of the Certificateholders shall not surrender their Certificates within six months after the Final Distribution Date specified in the above-mentioned written notice, the Securities Administrator shall give a second written notice to the remaining Certificateholders to surrender their Certificates and receive the final distribution with respect thereto, net of the cost of such second notice. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the amounts otherwise payable on such Certificates. Any funds payable to Certificateholders that are not distributed on the Final Distribution Date shall be deposited in a Termination Account, which shall be an Eligible Account, to be held for the benefit of Certificateholders not presenting and surrendering their Certificates in the aforesaid manner, and shall be disposed of in accordance with this Section. The Securities Administrator shall establish the Termination Accounts, which shall be Eligible Accounts, on or about the Closing Date.

  • Duration and Termination of the Agreement This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfolio. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust may at any time terminate this Agreement with respect to any or all Portfolios by providing not more than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unless, within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio by the affirmative vote of a majority of the outstanding shares of such Portfolio, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate in the event of its assignment. Upon termination of this Agreement with respect to any Portfolio, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Manager.

  • Consequences of Expiration or Termination (a) Upon expiration or early termination of this Agreement by either Santarus or Shore (and except as set forth in Section 2.4 of the Impax Sublicense Agreement, if Santarus has terminated this Agreement pursuant to Section 12.2(b)): (i) the licenses granted to Santarus under this Agreement shall terminate, and, after a wind-down period to be mutually agreed by the Parties (or one hundred eighty (180) days if no agreement is reached), Santarus shall cease all Commercialization activities; (ii) Santarus shall assign, transfer and deliver to Shore all right, title and interest in and to the Product Trademarks, Product Data, Product Materials, Regulatory Approvals and Regulatory Filings (or, to the extent transfer is not permitted by Applicable Laws, a right of reference) for the Licensed Products then-Controlled by Santarus and/or its Affiliates, and Santarus shall promptly execute any and all other instruments, forms of assignment or other documents and take such further actions as Shore may reasonably request in order to give effect to or evidence the foregoing assignments and grants; (iii) Shore shall have an exclusive, sublicenseable, royalty-free license under the Santarus Technology solely to make, have made, market, import, use, sell, offer for sale and otherwise Develop and Commercialize the Licensed Products in the Field in the Territory; (iv) if Santarus is then a party to any agreements with Third Party independent contractors for the Licensed Product, it shall cooperate with Shore and use Commercially Reasonable Efforts to enable Shore to obtain the benefit of such agreements as necessary to enable Shore to exercise its rights under this ARTICLE 12, including by assigning such agreements to Shore where reasonably practicable; (v) Santarus shall transfer and assign to Shore the Assigned Rights, or the Impax Sublicense Agreement, as applicable; and (vi) all Shore Confidential Information shall be subject to Section 12.5(b).