Unilateral Termination Sample Clauses

Unilateral Termination. (a) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if (i) a court of competent jurisdiction or other Governmental Authority shall have issued a final judgment or taken any action (and the final appeal of such judgment or action has been denied) having the effect of permanently restraining or enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement or (ii) there has been adopted an applicable Law that makes the consummation of the Mergers on the terms and conditions contemplated by this Agreement illegal. (b) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if the First Merger shall not have been consummated by 5:00 p.m. Pacific time on the date that is thirty (30) days after the Agreement Date if the conditions to the terminating party’s obligations to Closing under Article 8 (other than conditions pertaining to covenants to be performed as part of effectuating the Closing) have not been satisfied and the terminating party has not waived such unsatisfied conditions by such date; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article 8 to be fulfilled or satisfied on or before such date. (c) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if the other has committed a breach of (i) any of its representations or warranties under Article 3 or Article 4, as applicable, or (ii) any of its covenants under Article 5 or Article 6, as applicable, and (A) has not cured such breach within ten (10) Business Days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (B) if not cured on or prior to the Closing Date, or if not curable, such breach would result in the failure of any of the conditions set forth in Article 8 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c) s...

Unilateral Termination. Either ICD or Collaborator may unilaterally terminate this CRADA at any time by providing written notice at least sixty (60) days before the desired termination date. ICD may, at its option, retain funds transferred to ICD before unilateral termination by Collaborator for use in completing the Research Plan. If Collaborator terminates this Agreement before the completion of all approved or active Protocol(s), then Collaborator will supply enough Test Article (and Placebo, if applicable) to complete these Protocol(s) unless termination is for safety concerns.

Unilateral Termination. Either Party may elect to terminate this Agreement at any time by giving to the other Party not less than thirty (30) days advance written notice of the intent to terminate and the effective date of termination.

Unilateral Termination. Either PHS or the Collaborator may unilaterally terminate this entire CRADA at any time by giving written notice at least thirty (30) days prior to the desired termination date, and any rights accrued in property, patents or other IP rights shall be disposed of as provided in paragraph 10.1.

Unilateral Termination. 15.1. Notwithstanding any provisions to the contrary, the Company may terminate this Agreement at any time, without notice or cause (the “Unilateral Termination”). For the avoidance of doubt, the Company may also exercise this right of Unilateral Termination in the event that the Performance Agreement to which this Agreement relates terminates for any reason. 15.2. In the event of Unilateral Termination, the Company shall send a Unilateral Termination Notice to the Investor (the “Unilateral Notice”). As the case may be, the Unilateral Notice may indicate whether the Unilateral Termination is caused by an Overage or termination of the Performance Agreement. 15.3. The Company shall send a Notice to the Investor containing the Termination Amount (the “Compensation Notice”) within seven (7) days of receipt of the Unilateral Notice. 15.4. The Company undertakes to pay the Termination Amount to the Investor no later than sixty (60) days from the date of receipt by Investor of the Compensation Notice. 15.5. The Termination Amount shall be : (i) for cases of Unilateral Termination for Overage, the corresponding Fixed Compensation; (ii) in the event of termination of the Performance Agreement, the amount of the indemnity received by the Company divided by the Maximum Supply; or (iii) for all other cases of Unilateral Termination, the amount equal to [(Average of the Price over the thirty (30) days preceding the date of the Unilateral Notice PLUS thirty percent (30%))]. 15.6. The Unilateral Termination shall take effect on the day of receipt of the Unilateral Notice.

Unilateral Termination. Either VA or Collaborator may unilaterally terminate this CRADA (1) at any time by providing written notice in accordance with Section 13.6 at least sixty (60) days before the desired termination date; or (2) immediately upon a material breach, for good cause, for subject safety, or upon termination of the study by the FDA.

Unilateral Termination. In the event either party, at any time, gives to the other at least thirty (30) days prior written notice of intention to terminate, with or without cause, this Agreement shall terminate: (a) at the end of such thirty (30) days; or (b) when all students enrolled in the OCPE Program with Agency at the time such notice is given have completed their respective courses of study with Agency under the OCPE Program, whichever occurs last.

Unilateral Termination. The contract may be unilaterally terminated only as follows:

Unilateral Termination. The Employment Period may be terminated by either party at any time by written notice of termination given to the other party at least ninety (90) days in advance of the termination date stated in such notice.

Unilateral Termination. (a) If any of the conditions contained in section 5.3 shall not be fulfilled or performed on or before the Outside Date and such condition has not been waived by the parties in accordance with the provisions of section 5.3, either of the parties may terminate this Agreement by notice to the other party and in such event both parties shall be released from all obligations under this Agreement and all rights of specific performance by either party shall terminate. (b) If any of the conditions contained in section 5.4 shall not be fulfilled or performed on or before the Closing Date, the Vendors may terminate this Agreement by notice to the Purchaser and in such event the Vendors shall be released from all obligations hereunder and all rights of specific performance by any of the parties hereto shall terminate; provided that any of the aforesaid conditions, having been inserted herein for the exclusive benefit of the Vendor, may be waived in whole or in part by the Vendors without prejudice to its rights of rescission in the event of the non-fulfilment or non-performance of any other condition. (c) If any of the conditions contained in section 5.5 shall not be fulfilled or performed on or before the Closing Date, the Purchaser may terminate this Agreement by notice to the Vendors and in such event the Purchaser shall be released from all obligations hereunder and all rights of specific performance by any of the parties hereto shall terminate; provided that any of the aforesaid conditions, having been inserted herein for the exclusive benefit of the Purchaser, may be waived in whole or in part by the Purchaser without prejudice to its rights of rescission in the event of the non-fulfilment or non- performance of any other condition.