By UCB Sample Clauses

By UCB if its board of directors determines by a vote of a majority of the members of its entire board, at any time during the ten-day period commencing two days after the Determination Date, if either:
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By UCB. UCB otherwise may terminate Employee's employment at any time during the Term of Employment for "Cause" as defined below. Upon any such termination of Employee's employment by UCB under this Paragraph 7(e) for "Cause", Employee shall have no further rights under this Agreement (including any right to receive Compensation or other benefits for any period after such termination).
By UCB. UCB otherwise may terminate Employee's employment at any time during the Term of Employment and for any reason satisfactory to UCB (and whether or not for "Cause" as defined below). Upon any such termination of Employee's employment by UCB under this Paragraph 7(d) for "Cause", Employee shall have no further rights under this Agreement (including any right to receive compensation or other benefits for any period after such termination). Upon any such termination of Employee's employment by UCB during the Term of Employment under this Paragraph 7(d) which is not for "Cause," UCB shall continue to pay compensation to Employee each month through the unexpired portion of the Term of Employment in an amount equal to Employee's base
By UCB. UCB otherwise may terminate Employee's employment at any time during the Term of Employment and for any reason satisfactory to UCB (and whether or not for "Cause" as defined below). Upon any such termination of Employee's employment by UCB under this Paragraph 8(e) for "Cause", Employee shall have no further rights under this Agreement (including any right to receive Compensation or other benefits for any period after such termination). Upon any such termination of Employee's employment by UCB during the Term of Employment under this Paragraph 8(e) which is not for "Cause," UCB shall continue to pay Compensation to Employee each month through the unexpired portion of the Term of Employment in an amount equal to Employee's base salary (at Employee's base salary rate in effect at the time of such termination) plus an amount equal to the monthly amount available to Employee at the time of such termination for the purchase of benefits under UCB's flexible benefits "cafeteria" plan. However, UCB shall have no obligation or liability to Employee for any other benefits Employee would have if he continued as an employee of UCB.
By UCB. (i) if Purchaser shall have breached or failed to perform any of its representations, warranties, covenants or agreements contained in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Sections 7.01 or 7.03 hereof and (B) cannot be cured by Purchaser by the End Date, or if capable of being cured, shall not have commenced to have been cured by the earlier of (1) the 30th day following receipt by Purchaser of written notice of such breach or failure to perform from UCB stating UCB’s intention to terminate this Agreement pursuant to this Section 8.01(d)(i) and the basis for such termination and (2) the End Date; provided, however, that UCB shall not have the right to terminate this Agreement pursuant to this Section 8.01(d)(i) if any of the Seller Parties is then in breach of any representations, warranties, covenants or other agreements hereunder which breach would result in a condition to Closing set forth in Sections 7.01 or 7.02 hereof not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Purchaser of its representations, warranties, covenants and agreements contained in this Agreement); or

Related to By UCB

  • No Breach of Material Contracts The Target has performed all of the material obligations required to be performed by it and is entitled to all benefits under, and is not alleged to be in default in respect of any contract, except where the failure to so perform or the failure to be entitled to all benefits or such default would not have a Material Adverse Effect on Target. Each of the Material Contracts is in full force and effect, and there exists no default or event of default or event, occurrence, condition or act, with respect to Target or to Target's knowledge with respect to the other contracting party, or otherwise that, with or without the giving of notice, the lapse of the time or the happening of any other event or conditions, could reasonably be expected to (A) become a default or event of default under any Material Contract, which default or event of default could reasonably be expected to have a Material Adverse Effect on Target or (B) result in the loss or expiration of any material right or option by Target (or the gain thereof by any third party) under any Material Contract or (C) result in the release, disclosure or delivery to any third party of any part of the Source Materials (as defined in Section 2.26(m)). True, correct and complete copies of all Material Contracts have been made available or delivered to the Acquiror.

  • By Seller At Closing, Seller shall deliver to Buyer the following:

  • No Breach of Statute or Contract The execution, delivery and performance of this Agreement by Buyer does not and shall not constitute Buyer's breach of any statute or regulation or ordinance of any governmental authority, and shall not at the Closing conflict with or result in Buyer's breach of or default under any of the terms, conditions, or provisions of the Buyer's Certificate of Incorporation or Bylaws or any order, writ, injunction, decree, contract, agreement, or instrument to which the Buyer is a party, or by which it is or may be bound.

  • No breach of laws (a) It has not (and none of its Subsidiaries has) breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

  • NO BREACH OF CONTRACT The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or otherwise bound, except for agreements entered into by and between the Executive and any member of the Group pursuant to applicable law, if any; (ii) that the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his duties hereunder; (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement (other than this) with any other person or entity except for other member(s) of the Group, as the case may be.

  • No Breach of Other Agreements This Agreement, and the faithful performance of this agreement, will not cause any breach of any other existing agreement, or any covenant, consent decree, or undertaking by either, not disclosed to the other.

  • Incorporation by Reference of TIA Whenever this Indenture refers to a provision of the TIA, such provision is incorporated by reference in, and made a part of, this Indenture. The following TIA terms used in this Indenture have the following meanings:

  • By Either Party Either party may terminate this Agreement for convenience at any time effective after the first (1st) anniversary of the Installation Date by providing ninety (90) days' prior written notice to the other party at any time thereafter.

  • Defense of Title to Collateral Each Borrower shall at all times defend its title to Collateral and Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens.

  • Breach of Agreements Licensee fails to perform in accordance with any of the material terms and conditions contained herein in any material respect.

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