Termination Termination Sample Clauses

Termination Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by the mutual written agreement of Purchaser and Seller; (b) by Seller or Purchaser if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true) set forth in this Agreement by the other party and written notice of such breach is provided by the terminating party to the party committing such breach, either individually or in the aggregate with all other breaches by such party, such that any of the conditions set forth in Section 9.1(c) or 9.1(d) (in the case of a termination by Purchaser) or Section 9.2(c) or 9.2(d) (in the case of a termination by Seller) would not be satisfied, and (i) such breach is not reasonably capable of being cured or (ii) if such breach is reasonably capable of being cured, is not cured by the date that is forty-five (45) calendar days following written notice thereof (or such fewer days as remain prior to the Termination Date) to the party committing such breach; provided in each case that the terminating party is not then in breach of any representation, warranty, covenant or other agreement of such terminating party contained herein such that any of the conditions set forth in Section 9.1(c) or 9.1(d) (in the case of a termination by Seller) or Section 9.2(c) or 9.2(d) (in the case of a termination by Purchaser), as applicable, would not be satisfied; (c) by Seller or Purchaser, in the event Closing has not occurred by April 16, 2025 (the “Termination Date”) unless the failure of the Closing to occur by such date shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the obligations, covenants and agreements of such party set forth herein; provided that, if on the Termination Date all conditions set forth in Article 9 have been satisfied or waived (other than those that by their nature are to be satisfied at the Closing, and such conditions would be satisfied at the Closing) but Purchaser’s provider of its core processing system is unable to perform the conversion of the data processing with respect to the Branches and the Assets and Assumed Liabilities by the Termination Date, Purchaser may extend the Termination Date from time to time by a total of ninety (90) days by providing written notice to Seller on or prior to the Termination Date, which extended date shall thereafter be considered the...

Termination Termination. 18.1 CLBC may immediately terminate a Contract should any of the following events occur: a. The SP has been notified by CLBC of the SP’s failure to fulfil its responsibilities under that Contract and within 30 days of receiving the notification the SP has not: i. corrected the failure; or ii. developed and obtained CLBC’s agreement to a plan that will correct the failure; b. The plan in Section 18.1(a)(ii), on completion, did not correct the failure; c. The health or safety of the Individual receiving the Services is at immediate risk; or d. The SP becomes insolvent and/or declared bankrupt. CLBC will be responsible for paying the SP for Services delivered to the date of termination. 18.2 CLBC may terminate a Contract without cause and for any reason by giving written notice of termination to the SP in accordance with the notice period specified in that Contract, in which case: a. CLBC will be responsible for paying the SP for Services delivered to the end of the notice period. b. The SP may incur termination costs required either by the Employment Standards Act or under a collective agreement related to its employees engaged only in the performance of Services specific to that Contract. Subject to receipt of documentation satisfactory to CLBC, CLBC will consider reimbursement of these termination costs for a period not exceeding 90 days, including the notice period. Any such reimbursement is not intended to create any type of employment or contractual relationship between CLBC and the SP and/or between CLBC and the employees or sub-contractors of the SP. 18.3 Other than as specified in Section 18.1, 18.2, and 20.2, the SP will not be entitled to any payment, penalty, or recourse. 18.4 The SP may terminate a Contract without cause and for any reason by giving written notice of termination to CLBC in accordance with the notice period specified in that Contract.

Termination Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned: at any time, by mutual written consent of Seller and Buyer; by either party if the transactions contemplated hereby shall have been permanently enjoined by a court of competent jurisdiction, provided that no party hereto who brought or is affiliated with the party who brought the action seeking the permanent enjoinment of the transactions contemplated hereby may seek termination of this Agreement pursuant to this Section 7.1(b); by Buyer if (i) any of the conditions set forth in Sections 6.1 or 6.3 shall have become incapable of fulfillment and shall not have been waived by Buyer or (ii) Seller shall breach in any material respect any of its representations, warranties, covenants or other obligations hereunder and, within twenty (20) days after written notice of such breach to Seller from Buyer, such breach shall not have been cured in all material respects or waived by Buyer, or Seller shall not have provided reasonable assurance to Buyer that such breach will be cured in all material respects on or before the Closing Date; or by Seller if (i) any of the conditions set forth in Sections 6.1 or 6.2 shall have become incapable of fulfillment and shall not have been waived by Seller or (ii) Buyer shall breach in any material respect any of its representations, warranties, covenants or other obligations hereunder and, within twenty (20) days after written notice of such breach to Buyer from Seller, such breach shall not have been cured in all material respects or waived by Seller or Buyer shall not have provided reasonable assurance to Seller that such breach will be cured in all material respects on or before the Closing Date; by Buyer, within five (5) days following receipt of any supplement or amendment to the Schedules, by written notice to Seller if the matter which gives rise to such supplement or amendment individually, or together with any other such matters, in the aggregate has caused any of the representations and warranties of Seller set forth in Article III (without giving effect to such supplement or amendment) to be inaccurate in any material respect; or by Buyer or Seller, at any time on or after February 1, 2000, if the Closing shall not have occurred on or prior to such date; provided, however, that the right to terminate this Agreement under this Section 7.1(f) shall not be available to any party whose failure to fulfill any obligation under this Agr...

Termination Termination. 0l This Agreement shall continue in effect until 30 April 2007 and shall continue automatically thereafter for annual periods of one (1) year each unless either party notifies the other in writing not less than thirty (30) calendar days and not more than ninety (90) calendar days prior to the expiration date that it desires to amend or terminate this Agreement. SIGNED this day of , 2006, at Guelph, Ontario. On Behalf of the On Behalf of the Canadian Union University of Guelph; of Public Employees, Local 1334

Termination Termination. 15.1 Either party may terminate this Agreement and/or any Contract immediately by written notice to the other if: 15.1.1 the other party commits a material breach of its obligations under this Contract which is irremediable or which it fails to remedy within 7 days after receiving a written notice from the other specifying the breach and requiring it to be remedied; 15.1.2 the other party is the subject of an Adverse Event; or 15.1.3 destruction and/or damage to equipment and/or facilities supplied by Essential Telco renders the equipment, facilities or Services unusable or inoperable for more than seven days. 15.2 For the avoidance of doubt, failure by Essential Telco to satisfy any Service Levels shall not of itself, be considered a material breach for the purposes of clause 15.1.

Termination Termination. This Agreement may be terminated at any time pri<;>r to the Closing: By mutual written consent of Purchaser and Seller. By Seller: if the Closing shall not have occurred on or before June 20 , 2019 , other than as a result of a material breach by Seller of its representations, warranties or other obligations hereunder ; or if , prior to the Closing Date , Purchaser fails to perform in any material respect any of its obligations under this Agreement or Purchaser has breached any material representation or warranty, and such failure or breach has not been cured within five ( 5 ) days after receipt of notice of such failure or breach from Seller . r By Purchaser: if the Closing shall not have occurred on or before June 20 , 2019 , other than as a result of a material breach by Purchaser of its representations, warranties or other obligations hereunder ; or if, prior to the Closing Date, Seller fails to perform in any material respect any of its obligations under this Agreement or Seller has breached any material representation or warranty , and such failure or breach has not been cured within five ( 5 ) days after receipt of notice of such failure or breach from Purchaser . Effect of Termination . In the event of termination of this Agreement by Purchaser or Seller as provided in this Article 7 , all obligations of the parties under this Agreement shall terminate without liability of any party to any other party , exc pt for a party's liability for breach of this Agreement . ARTICLE 8 -

Termination Termination. Termination for Concessionaire Default 30.2 Termination for Authority Default 30.3 Termination Payment 30.4 Other rights and obligations of the Authority 30.5 Survival of rights Divestment of Rights and interest 31 31.1 Divestment Requirements Divestment Requirements 31.2 Inspection and cure Inspection and cure 31.3 Cooperation and assistance on transfer of Project 31.4 Vesting Certificate 31.5 Additional Facilities 31.6 Divestment costs etc. Defects Liability after Termination

Termination Termination. This Agreement may be terminated at any time prior to the Closing: (a) by either the Sellers, on the one hand, or the Purchaser, on the other hand, if the Closing shall not have occurred by the six-month anniversary of the date hereof (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 11.1(a) shall not be available to any party hereto whose material breach or failure to fulfill any material obligation under this Agreement shall have been the proximate cause of the failure of the Closing to occur on or prior to such date; provided, further, however, that if prior to the Termination Date, all of the conditions to the Closing set forth in Article VIII have been satisfied or waived, as applicable (other than those conditions that by their nature can only be satisfied or waived at the Closing), except for the conditions set forth in Section 8.1(b) or, solely with respect to the Antitrust Laws of a jurisdiction identified on Section 8.1(b) of the Sellers Disclosure Schedule, Section 8.2(b), either the Purchaser or Parent may extend the Termination Date to a date that is three (3) months after the Termination Date (and if so extended, such later date being the Termination Date) by providing written notice of such extension not less than three (3) Business Days prior to the Termination Date; (b) by either the Sellers, on the one hand, or the Purchaser, on the other hand, in the event that any Governmental Authority of competent jurisdiction in the United States of America or Canada shall have enacted, promulgated or issued a Law or Governmental Order that permanently enjoins or materially prohibits the consummation of the purchase of the Transferred Assets contemplated by this Agreement or the other Transaction Documents and such Law or

Termination Termination. Either party may terminate this Agreement, without cause, upon thirty (30)), calendar days 13 written notice given the other party.