MODIFICATION OR TERMINATION OF THIS AGREEMENT Sample Clauses
The "Modification or Termination of This Agreement" clause defines the conditions and procedures under which the parties may change or end the agreement. Typically, it outlines requirements such as providing written notice, obtaining mutual consent, or specifying particular events that trigger modification or termination. This clause ensures that both parties understand how changes to their contractual relationship can be made and protects against unilateral or unexpected alterations, thereby promoting certainty and fairness in the agreement's administration.
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MODIFICATION OR TERMINATION OF THIS AGREEMENT. A. The terms and provisions of this Agreement may be amended, modified, or expanded by written agreement of the Parties and approval of the Court; provided, however that, after entry of the Final Order and Final Judgment, the Parties may by written agreement effect such amendments, modifications, or expansions of this Agreement and its implementing documents (including all exhibits hereto) without further notice to the Class or approval by the Court if such changes are consistent with the Court’s Final Order and Final Judgment and do not limit the rights of Class Members under this Agreement.
B. This Agreement shall terminate at the discretion of either ▇▇▇, through ▇▇▇’▇ Counsel, or Plaintiffs, through Class Counsel, if: (1) the Court, or any appellate court(s), rejects, modifies, or denies approval of any portion of this Agreement that the terminating Party in his or her sole judgment and discretion reasonably determines is material, including, without limitation, the terms of relief, the findings, or conclusions of the Court, the provisions relating to Notice, the definition of the Class, and/or the terms of the Release; or (2) the Court, or any appellate court(s), does not enter or completely affirm, or alters or expands, any portion of the Final Order and Final Judgment, or any of the Court’s findings of fact or conclusions of law, that the terminating Party in his or her sole judgment and discretion reasonably determines is material. Except as otherwise provided in this Agreement, the terminating Party must exercise the option to withdraw from and terminate this Agreement, as provided in this Section XI.B, by a signed writing served on the other Parties no later than twenty (20) calendar days after receiving notice of the event prompting the termination. In the event that a terminating Party exercises his or her option to withdraw from and terminate this Agreement, this Agreement and the Settlement proposed in this Agreement shall become null and void and the Parties will be returned to their respective positions existing immediately before the execution of this Agreement.
C. If an option to withdraw from and terminate this Agreement arises under Section IX.B above, neither Plaintiffs nor ▇▇▇ is required for any reason or under any circumstance to exercise that option and any exercise of that option shall be in good faith.
D. If this Agreement is terminated pursuant to Section IX.B, above, then:
1. This Agreement shall be null and void and shall have...
MODIFICATION OR TERMINATION OF THIS AGREEMENT. After the first Change of Control Date, this Agreement may only be modified or terminated by a writing signed by both you and us. Before the first Change of Control Date, we may unilaterally modify or terminate this Agreement, but such unilateral modification or termination will not be effective until the second anniversary of the date on which we first give you express written notice of the unilateral modification or termination (the “Modification Effective Date”); provided, however, that the unilateral modification or termination shall never become effective if (1) a Change of Control Date occurs before the Modification Effective Date and (2) your employment is terminated during the Protected Period in respect of such Change of Control Date. Nothing in this section 15 shall in any way eliminate, diminish or restrict the effect of section 12. This Agreement shall continue in full force and effect until it is terminated in accordance with the terms of this Agreement.
MODIFICATION OR TERMINATION OF THIS AGREEMENT. 14.1 The performance of this Agreement is expressly contingent upon entry of the Final Order and Judgment. If the Court substantially denies the relief requested in the motion for Final Approval or does not issue the Final Order and Judgment materially in the same form as set forth in Exhibit 2 of this Agreement following conclusion of the Final Approval Hearing, the Agreement will be terminated, having no force or effect whatsoever, and shall be null and void and will not be admissible as evidence for any purpose in any pending or future litigation in any jurisdiction.
14.2 In the event that the number of persons who timely and validly request exclusion from the Settlement in accordance with Section 8 herein (“Opt-Outs”) exceeds fifteen thousand (15,000), then Defendant may elect to terminate this Agreement on the ground that exclusion at that level threatens to frustrate the essential purpose of this Agreement. Defendant may exercise its right to terminate this Agreement under this subsection by providing written notification to Class Counsel of its election no later than five (5) Business Days after the Settlement Administrator has delivered to the Parties a written list of all persons who have opted out of the Settlement in accordance with Section 8.7 above. Neither Defendant, all of the Released Parties, nor anyone acting on their behalf, shall, either directly or indirectly, solicit, request, encourage, or induce any Settlement Class Member to request exclusion from or opt out of the Settlement Agreement.
14.3 The terms and provisions of this Agreement may be amended, modified, or expanded by written agreement of the Parties and approval of the Court; provided, however, that, after entry of the Final Order and Judgment, the Parties may, by written agreement, effect such amendments, modifications, or expansions of this Agreement and its implementing documents (including all exhibits hereto) without further notice to the Settlement Class or approval by the Court if such changes are consistent with the Court’s Final Order and Judgment and do not materially alter, reduce, or limit the rights of Settlement Class Members under this Agreement. FILED DATE: 4/14/2022 8:11 PM 2019CH00990
MODIFICATION OR TERMINATION OF THIS AGREEMENT. 164. The terms and provisions of this Agreement may be amended, modified, or expanded by written agreement of the Parties and, if necessary, approval of (i) the MDL Court and
MODIFICATION OR TERMINATION OF THIS AGREEMENT. 11.1. Prior to entry of the Final Order and Judgment, the terms and provisions of this Agreement may be amended, modified, or expanded by written agreement of the Parties and approval of the Court; provided, however, that after entry of the Final Order and Judgment, the Parties may by mutual written agreement effect such amendments, modifications, or expansions of this Agreement and its implementing documents (including all exhibits hereto) without further
11.2. This Agreement shall terminate at the sole option and discretion of either the Town or Plaintiffs if: (a) the Court, or any appellate court(s), rejects, modifies, or denies approval of any portion of this Agreement that the terminating Party in his, her or its sole judgment and discretion determine(s) is material, including, without limitation, the terms of relief, the findings or conclusions of the Court, the provisions relating to notice (including the proposed plan for the dissemination of notice to the Settlement Class set forth in Section 5), the definition of the Settlement Class and the terms and conditions for its certification, and/or the terms of the Release; or (b) the Court, or any appellate court(s), does not enter or completely affirm, or alters or expands, any portion of the Final Order and Judgment, or any of the Court’s findings of fact or conclusions of law, that the terminating Party in his, her or its sole judgment and discretion determine(s) is material. However, under no circumstances shall the amount of any Service Award or Attorneys’ Fees and Expenses awarded by the Court provide Plaintiffs or Class Counsel with a basis for terminating the Settlement.
11.3. The Town may also in its sole discretion elect to terminate this Agreement if: (1) the amount of Attorneys’ Fees and Expenses awarded by the Court to Class Counsel exceeds the maximum aggregate total amount of one-tenth of the amount of the Fund; (2) any attorneys’ fees and costs, expert fees, costs, expenses, or other monetary sums are awarded to any individual Settlement Class Member, objector, intervenor or proposed intervenor, or any separate attorney hired by any of the foregoing; (3) 5% or more of the total Settlement Class Members based on
11.4. The terminating Party must exercise the option to withdraw from and terminate this Agreement, as provided in this Section 11, by a signed writing served on the other Party no later than fifteen (15) days after receiving notice of the event prompting the termination unless t...
MODIFICATION OR TERMINATION OF THIS AGREEMENT. 11.1 The terms and provisions of this Agreement may be amended, modified, or expanded by written agreement of the Parties and approval of the Court; provided, however, that after entry of the Final Order and Final Judgment, the Parties may by written agreement effect such amendments, modifications, or expansions of this Agreement and its implementing documents (including all exhibits hereto) without further notice to the Class or approval by the Court if such changes are consistent with the Court’s Final Order and Final Judgment and do not limit the rights of Class Members under this Agreement.
MODIFICATION OR TERMINATION OF THIS AGREEMENT. A. The terms and provisions of this Agreement may by amended, modified or expanded by written agreement of the Settling Parties; provided however, that after entry of the Order Approving Settlement and Judgment, the Settling Parties may by agreement effect such amendments, modifications or expansions of this Agreement and its implementing documents without notice to or approval by the Court if such amendments, modifications or expansions are not materially inconsistent with the Court’s Order Approving Settlement and Judgment and do not limit the rights of Petitioner, any other Securities Holder, the Company, Releasors or Releasees under this Agreement.
B. Subject to Sections IX.D, IX.E and IX.F , this Agreement shall terminate
1. if the Final Settlement Date does not occur;
2. at the sole option and discretion of the Company, the Individual Defendants or Petitioner if (i) the Court, or any appellate court, rejects, modifies or denies approval of any portion of the Agreement or the proposed Settlement that the terminating Settling Party(ies) reasonably and in good faith determines is material, including, without limitation, the Complete Bar Order, the findings of the Court, the provisions relating to Notice and/or the terms of the Release or (ii) the Court, or any appellate court, does enter or completely affirm, or alters or expands, any portion of the Preliminary Approval Order or the Order Approving Settlement and Judgment, including the Complete Bar Order and/or the Release, of any of the Court’s findings of fact or conclusions of law that the terminating Settling Party(ies) reasonably and in good faith believes is material; or
3. at the sole option and discretion of Petitioner if, during the Confirmatory Discovery Period, Petitioner concludes, based on information provided to her in confirmatory discovery, that she no longer believes that the terms of this Agreement are fair, reasonable and adequate and in the best interests of the Company or its shareholders.
C. The relevant terminating Settling Party must exercise an option to terminate this Agreement by providing notice to all other Settling Parties no later than thirty (30) days after receiving actual notice of the event prompting the termination.
D. Notwithstanding anything set out in this Section IX, none of Petitioner, any other Securities Holder or Petitioner’s Counsel may terminate this Agreement because of the amount of the Attorneys’ Fees and Expenses Award.
E. If an option to terminate this...
MODIFICATION OR TERMINATION OF THIS AGREEMENT. A. Within fifteen (15) days after the occurrence of any of the following events and upon written notice to counsel for all Parties, a Party shall have the right to withdraw from the Settlement and terminate this Agreement:
1. If the Court fails to approve the Agreement as written or if on appeal the Court’s approval is reversed or modified;
2. If the Court materially alters any of the terms of the Agreement, except that a reduction in an award of Attorneys’ Fees and Expenses or Plaintiffs’ Service Awards shall not be deemed to be a material alteration; or
3. If the Preliminary Approval Order or the Final Order and Judgment is not entered by the Court or is reversed or modified on appeal, or otherwise fails for any reason. In the event of a withdrawal pursuant to this Paragraph, any certification of a Class for purposes of settlement will be vacated, without prejudice to any Party’s position on the issue of class certification and the amenability of the claims asserted in the Litigation to class treatment, and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement.
B. If members of the Class properly and timely submit requests for exclusion from the Class as set forth in Section VI, thereby becoming Opt-Outs, and are in a number more than the confidential number submitted to the Court by the Parties under seal at the time of filing the
MODIFICATION OR TERMINATION OF THIS AGREEMENT. 13.1. The terms and provisions of this Agreement may be amended, modified, or expanded by written agreement of all the Parties and approval of the Court; provided, however, that after entry of the Final Approval Order, the Parties may by written agreement effect such amendments, modifications, or expansions of this Agreement and its implementing documents (including exhibits hereto) without further notice to the Settlement Class or approval by the Court if such changes are: (1) for the purposes of addressing typographical or formatting issues in any proposed or approved notice; or (2) are consistent with the Court’s Final Approval Order and are for the purposes of benefiting Settlement Class Members.
13.2. This Agreement shall terminate at the discretion of any of the Defendants or Plaintiffs, if: (a) the Court, or any appellate court(s), rejects, modifies, or denies approval of any portion of the proposed Settlement that the terminating Party in its (or their) judgment reasonably determine(s) is material, including, without limitation, the terms of relief, the findings, or conclusions of the Court, the provisions relating to the Notice Plan, the definition of the Settlement Class, and/or the terms of the releases; (b) if the Class Members that timely and validly submit requests for exclusion from the Settlement Class as defined in Paragraph 2.60, thereby opting out of the Settlement, exceed 3% of the total number of Class Members; or (c) the Court, or any appellate court(s), does not enter or completely affirm, or alters, narrows or expands, any portion of the Final Approval Order, that the terminating Party in its (or their) judgment reasonably determine(s) is material. The terminating Party must exercise the option to withdraw from and terminate this Agreement, as provided in this Section, by a signed writing served on the other Parties no later than thirty (30) calendar days after receiving notice of the event prompting the termination. For purposes of this Paragraph, opt-outs shall not include (i) individuals who are specifically excluded from the Settlement Class under Paragraph 2.31 of the Settlement Agreement; or (ii) opt-outs who elect to timely withdraw their request for exclusion. In the event of a dispute with respect to the effectiveness of any Party’s exercise of the option to terminate this Agreement, the Settlement Administrator shall not disburse any funds from the Settlement Fund until such time as the dispute is resolved by written agree...
MODIFICATION OR TERMINATION OF THIS AGREEMENT. The terms of this agreement may be modified by CET and the EPA Debarring Official at any time in accordance with information developed during the Government's investigation and/or audits. If at any time, CET desires to conclude the administrative suspension/debarment matters as part of a comprehensive settlement, CET may apply to the Debarring Official for termination, modification or other adjustment of this agreement as a final settlement in accordance with a comprehensive resolution under 40 CFR Section 32.315.