Termination for Cause – Material Breach. Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement for cause by delivering a written termination notice to the other Party if the other Party materially breaches this Agreement and has not remedied the breach [*] after receipt of a written notice (the “Default Notice”) from the non-breaching Party describing the breach and stating the non-breaching Party’s intention to terminate this Agreement.
Termination for Cause – Material Breach. The State, in its sole discretion, may terminate the Agreement in the event of a Material Breach. Such termination shall not give rise to any cause of action against the State for damages, loss of profits, expenses, or other remuneration of any kind. The Contractor shall be fully liable for the State’s damages resulting from such Material Breach, and shall be responsible for all additional costs the State incurs should the State terminate the Agreement. Without limiting the foregoing, this includes costs incurred by the State in engaging a new contractor or completing the Deliverables “in-house.” If termination occurs during the Maintenance period(s), the Contractor will reimburse the State for the prorated unused portion of Maintenance. Examples of Material Breach include, but are not limited to, the following: Failure of Contractor to achieve Acceptance on any Deliverable or to meet date(s) as set forth in the Finalized Project Timeline. Significant and/or repeated failure of Contractor to comply with its obligations under the Agreement. Failure of Contractor to maintain financial stability as set forth under the Agreement such that the State can reasonably expect Contractor to not satisfactorily perform their respective obligations through the term of this Agreement and which, are of a material nature and directly and negatively impact the Product(s), System or Services. Contractor may be provided with an opportunity to demonstrate that it has restored its financial stability, and/or has obtained sufficient resources to continue to perform through the term of this Agreement. Breach of a material term or condition of any subcontract by Contractor or the Subcontractor, if such breach materially impairs Contractor's performance under this Agreement with the reasonable likelihood that a Material Breach will occur. Failure of Contractor to maintain the confidentiality of information and/or security of data owned by the State, taxpayer data or tax administration policies and procedures as set forth in the Agreement. However, isolated acts of individual employees do not constitute a Material Breach, unless Contractor has failed to adequately inform such individuals of the State’s confidentiality and security requirements as set forth in the Agreement. Failure of Contractor to implement Disaster Recovery or Business Continuity services, within a reasonable period of time, in the event of a disaster or material business interruption affecting the subject matter ...
Termination for Cause – Material Breach. Either Party will have customary rights to terminate the Agreement in the event of material breach of the other Party (subject to a [*] cure period). Either Party terminated by the other Party under this subsection shall transfer or assign its share of the Jointly Owned IP to the other Party unconditionally and without any fee and compensation. In case of the termination by Nitto of this Agreement due to Quark’s material breach, including but not limited to a material violation of Quark’s warranty and covenant set forth in Section 4.5, Quark shall provide to Nitto a non-exclusive worldwide, royalty-free license of any Quark Licensed IP that may be necessary for development, commercialization and sale of the Product. The scope of material breach if any and its damages shall be settled by mutual consultation of both Parties, and if not settled, by an arbitration set forth in Section 8.1, in addition to any other remedies provided under New York law. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. In the event of a dispute about whether a material breach has occurred, termination of this Agreement shall not be effective until after an arbitration under Section 8.1 has determined that a material breach occurred and was not cured on a timely basis.
Termination for Cause – Material Breach. After you timely execute, return, and do not revoke this Agreement, if the Company discovers information that would have constituted grounds for your termination for Cause (as defined in the Plan) or that you have breached this Agreement, the Company’s obligation to make or continue to make the Severance Benefits or provide benefits pursuant to this Agreement, shall terminate immediately and where appropriate, such obligations shall terminate on the date of the act or failure to act which would have constituted grounds for termination for Cause. Alternatively, if you have already received all or a portion of the Severance Benefits or other payments or benefits identified in this Agreement, you agree to reimburse the Company all but five hundred dollars ($500.00) of the Severance Benefits and benefits you received within seven (7) days of the Company’s request, and you further agree that the five hundred dollars ($500.00) identified in this Agreement constitutes good and valuable consideration for the release of claims set forth in Section 12 of this Agreement. In addition, you agree that in the event of any breach or threatened breach by you of Section 9(a) through (c) of this Agreement or any confidentiality, non-solicitation, or non-disparagement obligations you have to the Company, the Company will suffer irreparable harm and will not have an adequate remedy at law. Accordingly, the Company shall be entitled, upon application to any court of competent jurisdiction, to specific performance or injunction or other relief against you. Nothing in this Agreement shall be construed as prohibiting the Company from pursuing other remedies available to it for such breach or threatened breach including the recovery of damages and attorneys’ fees from you.
Termination for Cause – Material Breach. (a) For all other breaches not set out in clause 9.2, either party may terminate the Agreement (including all related orders) with 30 days’ prior written notice if the other party materially breaches this Agreement and fails to correct the breach within the 30 day notice period, or immediately upon notice whereby such material breach is incapable of remedy. A material breach includes a party’s material contravention of any laws.
Termination for Cause – Material Breach. If a material breach of this Agreement occurs and such breach is not corrected within ninety (90) days after the breaching party receives written notice describing such breach, then the non- breaching party shall have the right to terminate this Agreement with the breaching party. If the breaching party does not agree that there has been an occurrence of breach or believes that the breach was corrected within ninety (90) days after receipt of written notice of such breach and if the breaching party provides written notice to the other party regarding such position, then the matter shall be addressed pursuant to Section 6.5.
Termination for Cause – Material Breach. Notwithstanding any other provision of this Addendum, either Party may terminate this Addendum for cause by delivering a written termination notice to the other Party if the other Party materially breaches this Addendum and has not remedied the breach within thirty (30) days after receipt of a written notice (the “Default Notice”) from the non-breaching Party describing the breach and stating the non- breaching Party’s intention to terminate this Addendum if the breach is not remedied within thirty (30) days (the “Cure Period”).
Termination for Cause – Material Breach. Either Party may terminate this Agreement for cause in the event of a material breach of this Agreement. Upon any material breach of this Agreement, the non-breaching party shall have the right to terminate this Agreement by delivering written notice to the breaching party of the material breach and affording the breaching party thirty (30) days in which to cure their breach. If the breaching party cures the material breach within the thirty (30) day period, the notice of breach shall be automatically withdrawn. If the breaching party fails to cure the material breach within the thirty (30) days period, the non-breaching party shall have the right to terminate this Agreement, effective with not less than ten (10) days further written notice to the defaulting party and such notice of termination, if by CITY, shall contain its direction to LESSEE as to how to dispose of the structures and improvements as set forth in paragraph 10 of this Agreement. In the event the material breach, by its nature, is incurable, the non-breaching party is entitled to terminate this Agreement immediately upon giving any written notice to the LESSEE and delivering its direction to LESSEE as to how to dispose of the structures and improvements as set forth in paragraph 10 of this Agreement.
