Example ContractsClausesMiller International Business Termination Right
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Miller International Business Termination Right. Notwithstanding anything to the contrary contained in this Amendment or in the Purchase Agreement, Buyer hereby irrevocably waives any right it may have under [Section 5.11(b)] of the Purchase Agreement to elect not to acquire the Transferred Assets.

Required Miller International Business Financial Information. Buyer hereby irrevocably waives # any right or remedy that it may have (whether under the Purchase Agreement or otherwise) with respect to any breach of any covenant or agreement of ABI contained in [Section 5.11(a)] of the Purchase Agreement prior to the date hereof and # any obligation on the part of ABI prior to the Closing to use its reasonable best efforts to cause Miller Parent and its Subsidiaries to provide Required Miller International Business Financial Information that is Compliant; provided, that the foregoing waiver in clause (ii) shall be null and void and of no further force or effect from and after such time as # Required Miller International Business Financial Information that is Compliant becomes necessary in connection with any filings required to be made by Buyer prior to the Closing pursuant to the Securities Act of 1933 (including any registration statement thereunder), as amended, or the Securities Exchange Act of 1934, as amended (a “Change in Required Information”), and # Buyer delivers to ABI a written notice describing in reasonable detail such Change in Required Information.

“Transferred Assets” means # the Transferred IP, # each Transferred Contract, # raw material inventory exclusively related to the Miller International Business, # all royalty or equivalent rights of Miller Parent or any of its Subsidiaries in respect of oil and gas deposits at the brewery operated by the JV and its Subsidiaries located at Fort Worth, Texas (the “Fort Worth Royalty Rights”) and # all other assets (including all finished goods and work-in-progress, as well as all existing point-of-sale materials and advertising materials) primarily related to the Miller International Business. Notwithstanding anything to the contrary contained in this Agreement, “Transferred Assets” shall not include # any cash or cash equivalents, # any accounts receivable, # any employees or other personnel or benefit obligations with regard to such employees, # any capital stock or other equity securities of any Person, # any real property or interests therein (other than the Fort Worth Royalty Rights) or # any plant, property or equipment (or any portion thereof).

Termination Right. Except where prohibited by Applicable Law, each Party shall have the right to terminate this Agreement in the event of a Bankruptcy Event with respect to the other Party. “Bankruptcy Event” means the occurrence of any of the

Termination Right. Customer may, upon written notice to the Contractor, terminate immediately all or any portion of the Contract if the Contractor:

Miller Trade Names. [Section 5.18] of the Purchase Agreement is hereby amended to add the following as the final sentence thereof:

Limited Termination Right. This is a fixed term employment contract. The Company’s only right to terminate this Agreement shall be for “Cause” as defined in the Amended and Restated Target Corporation Long Term Incentive Plan (as amended and restated effective September 1, 2017). Executive may terminate her employment voluntarily at any time. Upon such a for-Cause termination or voluntary termination by Executive, each of the Company and Executive will be released from any and all further obligations under this Agreement except for: # accrued base salary and benefits owing to Executive through the Agreement End Date; and # the parties respective obligations under [Sections 8, 9 and 10]0]0] hereof, which shall survive any termination of this Agreement.

Customer Termination Right. Customer may, upon written notice to the Contractor, terminate this Contract (excluding any Deliverable Items for which Delivery and Acceptance have been completed) at any time, in its sole discretion, and without cause, and the Contractor shall immediately cease work in the manner and to the extent specified.

This letter does not confer upon you any right to continue in the employment of Herman Miller for any period or interfere with or otherwise restrict in any way the rights of Herman Miller, or you to terminate your employment at any time for any reason whatsoever, with or without cause.

ABI acknowledges and agrees that from and after the Closing, the trade names “Miller International Inc.” and “Miller Brewing Company” shall be the sole and exclusive property of Buyer, and all applicable rights, licenses and permits that have been obtained under such trade names to the extent primarily related to any other Transferred Assets shall have been transferred to, and shall belong to, Buyer to the fullest extent permitted thereunder. To the extent such transfers cannot be made effective as of the Closing, ABI shall, and shall cause its Affiliates to, use their respective reasonable best efforts to enable Buyer to conduct the Acquired Business under such existing rights, licenses and permits that utilize such trade names from and after the Closing.

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