Walk-Away Right Sample Clauses

Walk-Away Right. The Settling Defendants shall have the option, in their sole discretion, to terminate this Settlement Agreement (the “Walk-Away Right”) if any one of the following conditions is satisfied:

Walk-Away Right. (A) Organon shall have the option, in its sole discretion, to terminate the Program and this Agreement if, but only if, certain thresholds of participation (“Required Participation Thresholds”) in the Settlement Program are not met, as set forth in Paragraph (B) below (the “Walk Away Right”). (B) Organon’s Walk Away Right may be overcome only if each of the following Required Participation Thresholds is satisfied by the Program Participants: (1) Overall Participation: No less than ninety-five percent (95%) participation of all Eligible Enrollees regardless of Alleged Injury;

Walk-Away Right. 3M shall have the option, in its sole discretion, to terminate this Settlement Agreement and not proceed with the Settlement, without penalty, if any of the seventeen (17) parts of the “Required Participation Threshold” described in Paragraphs 9.1.1 through 9.1.18 is not met (the “Walk-Away Right”). After meeting and conferring, the parties have agreed that Exhibits E, F, and N represent a good-faith effort to list all Phase One and Phase Two Eligible Claimants; to state whether each Eligible Claimant has asserted any Claims against 3M in the Litigation; and to state the number of people served by each Eligible Claimant according to SDWIS (or to estimate that number where necessary). The parties may, however, by mutual agreement, correct such Exhibits, consistent with notification received pursuant to Paragraphs 5.2 and 8.2.2, before applying Paragraphs 9.1.1 through 9.1.18. 9.1.1. The first part of the Required Participation Threshold is satisfied if, according to Exhibit E, the number of Phase One Class Members serving 3,300 or fewer people exceeds Threshold Percentage A of the number of Phase One Eligible Claimants serving 3,300 or fewer people. 9.1.2. The second part of the Required Participation Threshold is satisfied if, according to Exhibit F, the number of Phase Two Class Members serving 3,300 or fewer people exceeds Threshold Percentage B of the number of Phase Two Eligible Claimants serving 3,300 or fewer people. 9.1.3. The third part of the Required Participation Threshold is satisfied if, according to Exhibit E, the number of Phase One Class Members serving 3,301 to 10,000 people exceeds Threshold Percentage C of the number of Phase One Eligible Claimants serving 3,301 to 10,000 people. 9.1.4. The fourth part of the Required Participation Threshold is satisfied if, according to Exhibit F, the number of Phase Two Class Members serving 3,301 to 10,000 people exceeds Threshold Percentage D of the number of Phase Two Eligible Claimants serving 3,301 to 10,000 people. 9.1.5. The fifth part of the Required Participation Threshold is satisfied if, according to Exhibit E, the number of Phase One Class Members serving 10,001 to 25,000 people exceeds Threshold Percentage E of the number of Phase One Eligible Claimants serving 10,001 to 25,000 people. 9.1.6. The sixth part of the Required Participation Threshold is satisfied if, according to Exhibit F, the number of Phase Two Class Members serving 10,001 to 25,000 people exceeds Threshold Percentage F of ...

Walk-Away Right. Purchaser shall have the right to terminate this Agreement at any time prior to the Closing immediately upon notice to Seller if Purchaser discovers as a result of the above inspection or otherwise that any one of the following material misrepresentations has occurred: (a) if there is a shortfall of $200,000 or more between the actual Bookings for the two (2) fiscal quarters of the Business, ending September 26, and December 26, 1997, compared against the Bookings for the same period represented by Seller on Exhibit 4.24(a) hereof; (b) if there is a shortfall of $200,000 or more between the actual Backlog at December 26, 1997, compared against the Backlog at December 26, 1997 represented by Seller on Exhibit 4.21 hereof; (c) if there is a shortfall of $200,000 or more between the actual Net Sales for the two (2) fiscal quarters of the Business, ending September 26, and December 26, 1997, compared against the Net Sales for the same period represented by Seller on Exhibit 4.24(b) hereof; or (d) if there is a shortfall of $150,000 or more between the actual aggregate Gross Profit for the two (2) fiscal quarters of the Business, ending September 26, and December 26, 1997, after adjustments for certain one-time nonrecurring expenditures identified on Exhibit 2.6(b) hereto, compared against the Gross Profit for the same period represented by Seller on Exhibit 4.24(c) hereof. Upon such termination, Purchaser shall be entitled to an immediate return of the Deposit, including all interest earned thereon and shall have no further liability or obligation hereunder or otherwise to Seller.

Walk-Away Right. Janssen may, in its sole discretion, terminate the Agreement by providing notice to Class Counsel within fifteen (15) business days following receipt by ▇▇▇▇▇▇▇ of the Opt-Out Report of the Notice and Claims Administrators detailing all opt-outs from the Settlement. If ▇▇▇▇▇▇▇ does not provide notice of exercise of the Walk- Away Right to Class Counsel in accordance with this paragraph, the Walk-Away Right shall be waived.

Walk-Away Right. (A) Takeda shall have the option, in its sole discretion, to terminate the Program and this Agreement if, but only if, in Takeda’s determination, certain thresholds of participation (“Required Participation Thresholds”) in the Program are not met, as set forth in Paragraph (B) below (the “Walk Away Right”). (B) Takeda’s Walk Away Right may be overcome only if each of the following Required Participation Thresholds is satisfied by the enrollment of Program Participants: (1) Overall Participation: No less than ninety-five percent (95%) participation of all Eligible Enrollees;

Walk-Away Right. Tyco shall have the option, in its sole discretion, to terminate this Settlement Agreement (the “Walk-Away Right”) if any one of the following conditions is satisfied:

Walk-Away Right. (A) BHCP shall have the option, in its sole discretion, to terminate the Program and this Agreement if, but only if, in BHCP's determination, certain thresholds of participation ("Reguired Participation Thresholds") in the Program are not met, as set forth in Paragraph (B) below (the "Walk Away Right"). (B) BHCP's Walk Away Right may be overcome only if each of the following Required Participation Thresholds is satisfied by the enrollment of Program Participants: (1) Overall Participation: No less than ninety-seven point five percent (97.5%) of all Eligible Claimants;

Walk-Away Right. Allergan Defendants may, in their sole discretion, terminate the Agreement by providing notice to Class Counsel within fifteen (15) business days following receipt by the Allergan Defendants of the Opt-Out Report of the Notice and Claims Administrators detailing all opt-outs from the Settlement. In the event termination occurs, the parties will jointly notify the Court that Final Approval of this Agreement is no longer requested and the processes set forth in Section VI.B