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. (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
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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
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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).
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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.
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Related to By UCB

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

  • No Waiver of Governmental Immunity Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to the Town, its officials, employees, contractors, or agents, or any other person acting on behalf of the Town and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10 of the Colorado Revised Statutes.

  • 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 Waiver of Provisional Remedies, Self-Help and Foreclosure The arbitration requirement does not limit the right of any party to (i) foreclose against real or personal property collateral; (ii) exercise self-help remedies relating to collateral or proceeds of collateral such as setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of any party to submit any dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in sections (i), (ii) and (iii) of this paragraph.

  • BY PARTIES The parties are entering into this Agreement for the allotment of an Apartment with the full knowledge of all laws, rules, regulations, notifications applicable to the Project.

  • Waiver of Moral Rights Vendor hereby irrevocably and forever waives, and agrees never to assert, any Moral Rights in or to the Work Product which Vendor may now have or which may accrue to Vendor’s benefit under U.S. or foreign copyright or other laws and any and all other residual rights and benefits which arise under any other applicable law now in force or hereafter enacted. Vendor acknowledges the receipt of equitable compensation for its assignment and waiver of such Moral Rights. The term “

  • 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.

  • Waiver of Statutory Rights To the extent permitted by law, Mortgagor hereby agrees that it shall not and will not apply for or avail itself of any appraisement, valuation, stay, extension or exemption laws, or any so-called “Moratorium Laws,” now existing or hereafter enacted, in order to prevent or hinder the enforcement or foreclosure of this Mortgage, but hereby waives the benefit of such laws. Mortgagor for itself and all who may claim through or under it waives any and all right to have the property and estates comprising the Property marshalled upon any foreclosure of the lien hereof and agrees that any court having jurisdiction to foreclose such lien may order the Property sold as an entirety. Mortgagor hereby waives any and all rights of redemption from sale under any judgment of foreclosure of this Mortgage on behalf of Mortgagor and on behalf of each and every person acquiring any interest in or title to the Property of any nature whatsoever, subsequent to the date of this Mortgage. The foregoing waiver of right of redemption is made pursuant to the provisions of applicable law.

  • Waiver of Statutory Provisions The provisions of this Lease, including this Article 11, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building or the Project, and any statute or regulation of the State of California, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building or the Project.

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