Termination of Xxxxxxx Agreements Sample Clauses

Termination of Xxxxxxx Agreements. Notwithstanding anything in the Xxxxxxx Agreements to the contrary, the parties hereto acknowledge and agree that (i) no amounts are owed and outstanding pursuant to the Xxxxxxx Agreements and (ii) at the Effective Time (as defined in the Merger Agreement), the Xxxxxxx Agreements shall terminate and be of no further force and effect with no further action required by the Company or Investors.
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Termination of Xxxxxxx Agreements. The Company and Xxxxxxx agree that the employment and/or contractual relationship established by the Xxxxxxx Agreements shall terminate and cease as of the execution of this Termination Agreement (“the Termination Agreement”) and the Company shall not be obligated to provide any benefits or pay any compensation or consideration now or at any time in the future including but not limited to salaries, commissions, reimbursements, expenses, sums of any nature, securities of any nature, including common stock, warrants and/or options to purchase common stock, to the Xxxxxxx Entities whether accrued or unaccrued, billed or unbilled, due or not due, delivered or not delivered pursuant to the Xxxxxxx Agreements. Any provision or obligation contained or arising out of any provision in any of the Xxxxxxx Agreements which survived the termination of those agreements including any duty or obligation of the Company to provide now or at any time in the future any payment, benefit, indemnification, contribution, or defense to the Xxxxxxx Entities or to any third party is hereby terminated. Any provision in the Xxxxxxx Agreements relative to the manner, method, timing, notification of, or necessity to establish cause for termination of the Xxxxxxx Agreements or any portion thereof are considered to have been complied with and/or waived by the Xxxxxxx Entities.
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Termination of Xxxxxxx Agreements. The Xxxxxxx License Agreement is hereby terminated in its entirety and, notwithstanding anything to the contrary therein, Wavexpress and Xxxxxxx shall have no further rights, obligations or liabilities thereunder. Further, the parties acknowledge and agree that that certain Development Agreement, dated October 15, 1999, by and between Xxxxxxx and the Company, has terminated and that the Company and Xxxxxxx have no further rights, obligations or liabilities thereunder.
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Termination of Xxxxxxx Agreements. The parties agree that each of the Xxxxxxx Agreements is mutually terminated as of the Separation Date and to the full and complete settlement of all claims by the parties as described below. The parties further agree that this Agreement shall terminate each party’s obligations and responsibilities under the Xxxxxxx Agreements and the parties’ relationship, except such obligations and responsibilities which survive such termination as set forth herein. Notwithstanding the foregoing, Xxxxxxx agrees that all of his agreements, obligations, representations, warranties, duties and responsibilities set forth in the Confidentiality, Non-Interference and Invention Assignment Agreement, dated as of April 13, 2018 (the “Confidentiality Agreement”), between LXL and Xxxxxxx shall survive as provided therein.
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Related to Termination of Xxxxxxx Agreements

  • Termination of Agreements (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo and each member of the SpinCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo and/or any member of the SpinCo Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • Termination of Management Agreement Evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, and duly executed by Seller and the property manager.

  • Termination of Agreement; Survival (a) The Underwriters may terminate their obligations under this Agreement, by notice to the Depositor, at any time at or prior to the Closing Date (i) if there has been, since the date of this Agreement or since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, Xxxxx Fargo Bank or any other Mortgage Loan Seller whether or not arising in the ordinary course of business, (ii) if there has occurred any outbreak of hostilities or escalation thereof or other calamity or crisis the effect of which is such as to make it, in the reasonable judgment of any Underwriter, impracticable or inadvisable to market the Registered Certificates or to enforce contracts for the sale of the Registered Certificates, (iii) if trading in any securities of the Depositor or of Xxxxx Fargo Bank has been suspended or limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or on the NASDAQ National Market or the over the counter market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, (iv) if a banking moratorium has been declared by either federal or New York authorities, or (v) if a material disruption in securities settlement, payments or clearance services in the United States or other relevant jurisdiction shall have occurred and be continuing on the Closing Date, or the effect of which is such as to make it, in the reasonable judgment of such Underwriter, impractical to market the Registered Certificates or to enforce contracts for the sale of the Registered Certificates.

  • Termination of License Agreement Without limiting the generality of the foregoing, in the event that the License Agreement is terminated in accordance with its terms, this Agreement, including without limitation any Purchase Order(s) or Project Work Orders then-in-effect, shall automatically terminate in its entirety as of the effective date of termination of the License Agreement.

  • Xxxx and Termination of Agreement 1. This Agreement shall run for a period of one (1) year from the date first written above and will be renewed from year to year thereafter unless terminated by either party as provided hereunder.

  • Term of Agreement Termination of Agreement Amendment of Agreement a. This Agreement is effective with respect to each Fund as of the date of execution of the applicable exhibit and shall continue in effect with respect to each Fund presently set forth on an exhibit and any subsequent Funds added pursuant to an exhibit during the initial term of this Agreement for one year from the date set forth above, and thereafter for successive periods of one year if such continuance is approved at least annually by the Trustees of the Trust including a majority of the members of the Board of Trustees of the Trust who are not interested persons of the Trust and have no direct or indirect financial interest in the operation of any Distribution Plan relating to the Trust or in any related documents to such Plan ("Disinterested Trustees") in the manner required by the Rules and Regulations. If a Fund is added after the first annual approval by the Trustees as described above, this Agreement will be effective as to that Fund upon execution of the applicable exhibit and will continue in effect until the next annual approval of this Agreement by the Trustees and thereafter for successive periods of one year, subject to approval as described above.

  • Early Termination of Agreement Breach of Agreement (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of such TRA Party; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all TRA Parties, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

  • Term; Termination of Agreement This Agreement shall continue in force for a period of one year from the date hereof, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Independent Directors to evaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.

  • Early Termination of Agreement This Agreement may be terminated prior to the Ending Date upon any one of the following events:

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