Mutual Termination. This Agreement, and the obligations of all Parties hereunder, may be terminated, upon written notice to all other Parties in accordance with [Section 10.11], by mutual agreement among all of the following: # NEE; # the EFH/EFIH Debtors; and # the Fidelity Funds.

Termination by Mutual Agreement; Death. The engagement of Consultant pursuant to Section 1 may be terminated at any time by mutual agreement of the parties. The engagement of Consultant pursuant to Section 1 will automatically terminate if Consultant dies during the Consulting Term.

Put by Mutual Agreement. Notwithstanding the Put Ceiling or Put Floor for each Put, as described above, at any time either as a part of a Put or as an additional Put(s) during a month, ​ may request permission to request funds in excess of the Put Ceiling or Put Floor for such month and may deliver to ​(s) a Put or Puts in excess of the Put Ceiling, which Put or Puts ​(s) may fund, in its sole discretion, subject to the terms and conditions herein applicable to the monthly Puts.

Termination by Mutual Agreement of the Parties. CFO’s employment with the Company may be terminated at any time upon a mutual agreement in writing of the Parties. Any such termination of employment shall have the consequences specified in such agreement.

Mutual Covenants. Each of Axsome and Licensee hereby covenants to the other Party that:

Mutual Cooperation. Subject to applicable Law (including any privacy Laws), and the Parties’ execution of an appropriate personal data transfer agreement, the Seller and each Seller Affiliate shall provide promptly to the Purchaser, at the Purchaser’s request, any information or copies of personnel records (including addresses, dates of birth, dates of hire and dependent information) relating to the Transferred Employees or relating to the service of Transferred Employees with the Seller (and predecessors and Affiliates of the Seller) prior to the Closing Date. The Seller and the Purchaser shall each cooperate with the other and shall provide to the other such documentation, information and assistance as is reasonably necessary to effect the provisions of this [Section 9.8].

All parties involved in this transaction, and under the terms and conditions of this Agreement, at all times, shall cooperate, one with the other, to facilitate the liquidation of the stock as mentioned above. The company will cooperate, one with the other, provide, to the best of its ability, any paperwork necessary to facilitate the liquidation, in a timely and efficient manner.

Mutual Drafting. Each Party has had the opportunity to be represented by counsel of its choice in negotiating this Agreement. This Agreement shall therefore be deemed to have been negotiated and prepared at the joint request, direction and construction of the Parties, at arm’s length, with the advice and participation of counsel, and shall be interpreted in accordance with its terms without favor to either Party, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any of the provisions of this Agreement.

Mutual Drafting. The Parties acknowledge and agree that: # this Agreement and the Ancillary Documents are the result of negotiations between the parties and will not be deemed or construed as having been drafted by any one party, # each party and its counsel have reviewed and negotiated the terms and provisions of this Agreement (including any, Exhibits and Schedules attached hereto) and the Ancillary Documents and have contributed to their revision, # the rule of construction to the effect that any ambiguities are resolved against the drafting party will not be employed in the interpretation of this Agreement or the Ancillary Documents and # neither the drafting history nor the negotiating history of this Agreement or the Ancillary Documents may be used or referred to in connection with the construction or interpretation thereof. Notwithstanding any of the foregoing, the Company acknowledges and agrees that it will be responsible for all reasonably incurred and documented legal and accounting expenses of the Parent related to the negotiation, execution, and delivery of this Agreement and the Ancillary Documents and the payment shall be made immediately after closing for all such fees and expenses that have been presented to Sellers’ Representative by that time.

Mutual General Release. In exchange for the mutual consideration and the Company's payments and other undertakings as described herein, the Company and the Executive, for their selves and their heirs, legal representatives, successors and assigns, do hereby completely release and forever discharge each other and their heirs, the Company’s parent, subsidiary and affiliated companies, and their respective shareholders, officers, directors, representatives, employees, former employees, agents, attorneys, successors and assigns (herein collectively “the Releases”) from all claims, rights, demands, actions, obligations and causes of action of any and every kind, nature and character, known or unknown, that either party may now have or has ever had against them, arising from or in any way connected with the employment relationship between the parties, any actions taken by any of the Releases during the employment relationship, the termination of that relationship, and any other dealings of any kind between Executive and any of the Releases up to the effective date of the Agreement, including but not limited to # any and all claims of “wrongful discharge,” breach of express or implied contract, breach of the implied covenant of good faith and fair dealing, wrongful discharge in violation of public policy, intentional infliction of emotional distress, negligent infliction of emotional distress, fraud and defamation; # any tort of any nature; # any and all claims arising under any federal, state, county or municipal statute, constitution or ordinance, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 (excluding claims for benefits under a plan or program subject thereto), and any other laws and regulations relating to employment discrimination; and # any and all claims for compensation, bonuses, severance pay, vacation pay, expense reimbursement, attorneys' fees and costs. Nothing herein shall limit Executive’s rights to indemnification under the Company’s bylaws or other organizational documents or to post-termination coverage under and pursuant to the terms of the Company’s D&O insurance policies.

Mutual Non-Disparagement. Subject to applicable law, each of the parties covenants and agrees that, during the Standstill Period, or if earlier, until such time as the other party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly disparage, call into disrepute, or otherwise defame or slander the other parties or such other parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a party or a party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a party or a party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of such other parties, their products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives.

Termination of Agreement. This Agreement shall be effective until # all of the Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied in cash, # all of the Revolving Loan Commitments and Term Loan Commitments (if any) shall have been terminated in accordance with the terms of this Agreement and # all of the Letters of Credit shall have expired, been canceled, terminated or cash collateralized or otherwise supported in an amount and in a manner satisfactory to the Administrative Agent and any applicable Issuing Banks.

Termination of Agreement. This Services Agreement shall terminate on the earliest to occur of # a date mutually agreed in writing by the Parties, # the latest date on which any service is to be provided as indicated on [Schedule A] and [Schedule B], # the date on which the provision of all services has terminated pursuant to Section 4.2 and # the date on which this Services Agreement is terminated in its entirety pursuant to Section 4.4.

Termination of Agreement. If this Agreement is terminated pursuant to [Section 5(l)] hereof, such termination shall be without liability of any party to any other party except as provided in [Section 4] hereof and provided further that [Sections 1, 6, 7, 8 and 14]4]4]4] hereof shall survive such termination and remain in full force and effect.

Agreement Termination Generally. Except as provided in [Section 8.4], this Agreement may be terminated only by a written agreement signed by the Employer and the Executive. Such termination shall not cause a distribution of benefits under this Agreement. Rather, upon such termination benefit distributions will be made at the earliest distribution event permitted under Article 5.

Upon consensus through negotiation, both parties may terminate this agreement early at any time by a written agreement.

Mutual Representations and Warranties. Each of the Parties hereby represents and warrants to the other Party as of the Termination Agreement Effective Date that: # it is duly organized and validly existing under the laws of its jurisdiction of incorporation or formation, and it has all requisite power and authority, corporate or otherwise, to execute, deliver, and perform this Agreement; # this Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency or other Applicable Law of general application affecting the enforcement of creditor rights, judicial principles affecting the availability of specific performance, and general principles of equity (whether enforceability is considered a proceeding at law or equity), # the execution, delivery and performance of this Agreement by such Party have been duly authorized by all necessary corporate action and do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination or award of any court or governmental body, or administrative or other agency presently in effect applicable to such Party, # it is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement and such other agreements, and # neither Party is under any obligation, contractual or otherwise, to any Person that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder.

Mutual Representations and Warranties. Each Party hereby represents and warrants as of the Effective Date, and covenants (as applicable) to the other Party as follows:

Mutual Representations and Warranties. Arcus and WuXi each represents and warrants to the other as of the Effective Date: