Unilateral Termination Clause Samples

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. (a) Either Parent or the Companies, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either Merger or any other material transaction contemplated by this Agreement. (b) Either Parent or the Companies, by giving written notice to the other, may terminate this Agreement if either Merger shall not have been consummated by midnight in Washington, DC on October 1, 2017; 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 VIII to be fulfilled or satisfied on or before such date. (c) Either Parent or the Companies, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if, in the case of the Companies, Parent has committed a breach, or in the case of Parent, either Company has committed a breach, of (i) any of its representations and warranties under Article III or Article IV, as applicable, or (ii) any of its covenants under Article V or Article VI, as applicable, and 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 if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement. (d) Parent, by giving written notice to the Companies, may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or pro...

Unilateral Termination. (a) Either Acquiror or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Stock Purchase or any other material transaction contemplated by this Agreement. (b) Either Acquiror or the Company, by giving written notice to the other, may terminate this Agreement if the Stock Purchase shall not have been consummated by midnight Pacific Time on November 30, 2021 (the “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 11.2(b) shall not be available to (i) Acquiror, if Acquiror is then in breach of any of its representations or warranties or covenants hereunder and such breach results in the failure of any condition set forth in Article 9 to be fulfilled or satisfied on or before the Termination Date and (ii) the Company, if the Seller Guarantors, the Sellers, NewCo or the Company is then in breach of any of its representations or warranties or covenants hereunder and such breach results in the failure of any condition set forth in Article 10 to be fulfilled or satisfied on or before the Termination Date. (c) Acquiror may terminate this Agreement at any time prior to the Closing if (i) the Company, NewCo, the Seller Guarantors or the Sellers have committed a breach of (A) any of their representations and warranties under Article 3 or Article 4, as applicable, or (B) any of their respective covenants hereunder, and, in either case, has not cured such breach by the date which is the earlier of (1) two (2) Business Days prior to the Termination Date and (2) fifteen (15) Business Days after Acquiror has given the Company written notice of the material breach and its intention to terminate this Agreement pursuant to this Section 11.2(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 (ii) such breach would result in the failure of any of the conditions set forth in Article 10 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 11.2(c) shall not be available to Acquiror if Acquiror is at that time in breach of any of its representations, warranties, covenants or agreements hereunder an...

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. (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 Merger on the terms and conditions contemplated by this Agreement illegal, provided, however, that only the enforcement of any Federal Cannabis Law by a Governmental Authority of competent jurisdiction to permanently enjoin or otherwise prohibit the Merger or the transactions contemplated thereby, and not solely the existence, issuance, enactment, promulgation or entry of any Federal Cannabis Law, shall give either Parent or the Company a termination right pursuant to this Section 9.1(a). (b) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if the Merger shall not have been consummated by 5:00 p.m. Pacific time on the date that is 180 days following 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. Notwithstanding the foregoing, such 180 day period shall automatically be extended as necessary to accommodate any time period required by any Governmental Authority in order to satisfy the conditions set forth in Section 8.2(e) and Section 8.2(t) as they relate to the transfer of any necessary Cannabis License (other than any BCC License), not to extend past December 31, 2020. (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 warra...

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. The contract may be unilaterally terminated only as follows:

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.