Abandonment Date Sample Clauses

Abandonment Date. 1 1.3 Affiliate..........................................1 1.4 Applicable Base Royalty Rate.......................2 1.5 BI Compound........................................2 1.6 BI Patent Rights...................................2 1.7 BI Product.........................................2 1.8 Develop or Development.............................2 1.9 Designated BI Compound.............................2 1.10
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Abandonment Date. Notwithstanding anything herein to the contrary, if the Closing does not take place by the close of business on the date thirty (30) months from the date of this Agreement (the "Abandonment Date"), either Buyer or Seller shall have the option to terminate this Agreement, in which case this Agreement will terminate as to all parties hereto; provided, however, that in the event the Closing has not occurred and the application for the NYPHC Approval is pending and under consideration on the date thirty (30) months from the date of this Agreement, then the Abandonment Date shall be extended until sixty (60) days after the later of (i) the New York Public Health Council grants the NYPHC Approval or (ii) the New York Public Health Council denies and does not grant the NYPHC Approval and there are no reasonable grounds, in the reasonable judgement of Buyer's special regulatory counsel in New York, upon which to appeal such denial or modify this Agreement and the transactions contemplated hereby in order to obtain such NYPHC Approval; provided further, however, that in the event there are reasonable grounds, in the reasonable judgement of Buyer's special regulatory counsel in New York, to appeal such denial or modify this Agreement and the transactions contemplated hereby in order to obtain such NYPHC Approval, then the Abandonment Date shall be extended until sixty (60) days after the later of (i) the date the NYPHC Approval has been granted, (ii) such appeals have been exhausted, or (iii) the NYPHC Approval is once again denied. Nothing in this section shall be construed as a commitment or covenant to modify this Agreement and the transactions contemplated hereby in order to obtain such NYPHC Approval. The foregoing shall not be construed to terminate or otherwise affect any claims any party may have against any of the others for breach of any obligation arising out of this Agreement, or any other agreement entered into in connection herewith, prior to the Abandonment Date. The parties will seek and use their reasonable efforts to obtain all governmental and regulatory approvals and third-party consents for the consummation of the transactions contemplated by this Agreement, and the parties will cooperate with each other and their respective agents with respect to obtaining such governmental and regulatory approvals and third-party consents.
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Abandonment Date. Notwithstanding anything herein to the contrary, if the Closing does not take place by the close of business on July 15, 1997 (the "ABANDONMENT DATE"), any party hereto shall have the option to terminate this Agreement on or within five (5) business days after the Abandonment Date, in which case this Agreement will terminate as to all parties hereto; provided, however, that (i) if the Closing does not take place as a result solely of any delay in obtaining any required governmental or regulatory approval, the Abandonment Date automatically shall be extended for an additional sixty (60) days and (ii) if the Closing does not take place as a result solely of any delay in obtaining any third-party consent to a material contract, the Abandonment Date will be extended for an additional thirty (30) days; provided further, however, that if such regulatory approval or third-party consent is not obtained within such respective extended periods, either party may terminate this Agreement, in which case this Agreement will terminate both parties hereto. The foregoing shall not be construed to terminate or otherwise affect any claims either party may have against the other for breach of any obligation arising out of this Agreement, or any other agreement entered into in connection herewith, prior to the Abandonment Date. The parties will seek and use their reasonable efforts to obtain all governmental and regulatory approvals and third-party consents for the consummation of the transactions contemplated by this Agreement, and the parties will cooperate with each other and their respective agents with respect to obtaining such governmental and regulatory approvals and third party consents.
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Abandonment Date. 5 9. Consulting Agreement with Xxxxxx X. Xxxx Associates . . . .
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Abandonment Date. Notwithstanding anything herein to the contrary, if the Closing does not take place by the close of business on March 31, 1997 (the "ABANDONMENT DATE"), any party shall have the option to terminate this Agreement on or within five (5) working days after the Abandonment Date; provided, however, that if the Closing does not take place as a result solely of any delay in obtaining any regulatory approval, the Abandonment Date automatically shall be extended for an additional sixty (60) days; provided further, however, that if such regulatory approval is not obtained within such extended period, any party may terminate this Agreement. The foregoing shall not be construed to terminate or otherwise affect any claims either party may have against the other for breach of any obligation arising out of this Agreement, or any other agreement entered into in connection herewith, prior to the Abandonment Date. The parties will seek and use their reasonable efforts to obtain all governmental and regulatory approvals for the consummation of the transactions contemplated by this Agreement, and the parties will cooperate with each other and their respective agents with respect to obtaining such governmental and regulatory approvals.
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Abandonment Date. 4.9(d) Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
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Abandonment Date. 4.9(d) Act................................................................. 1.1
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Abandonment Date. Section 1.5 Additional Covenants; Rights of the Series B Stock................................... 3 Section 1.6
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Abandonment Date. Notwithstanding anything herein to the contrary, if the Closing does not take place by the close of business on or before August 15, 1997 (the "Abandonment Date"), Doctors, UniversityCare, or MMS shall have the option to terminate the Agreement on or within five (5) working days after the Abandonment Date; provided, however, that if the Closing does not take place as a result solely of any delay in obtaining any necessary regulatory approval, the Abandonment Date shall be extended for an additional sixty days; provided further, however, that if such regulatory approval is not obtained within such extended period, either Doctors or UniversityCare may terminate this Agreement. The foregoing shall not be construed to terminate or otherwise affect any claims any party may have against the other for breach of any obligation arising out of this Agreement, or any other agreement entered into in connection herewith, prior to the Abandonment Date. The MMS, Doctors, and UniversityCare will seek and use their best efforts to obtain all governmental and regulatory approvals for the consummation of the transactions contemplated by this Agreement, and will cooperate with each other with respect to obtaining such governmental and regulatory approvals.
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Related to Abandonment Date

  • Abandonment If the assigned bedroom space or an apartment is abandoned or Resident’s right to use them has been terminated, Owner may, without notice, secure the bedroom space and/or apartment with new locks, store or dispose of any personal property left in the bedroom space or apartment by Resident or Resident's Guests, and re-assign the bedroom space and/or apartment to others for use. Any such abandoned property or personal possessions will be stored and disposed of by Owner as provided by law. Owner, in its sole reasonable discretion in accordance with applicable law, will determine when a bedroom and/or apartment is abandoned, which may take into consideration any one of the following: the removal of personal property from the bedroom space other than in the usual course of continuing use, the failure to pay housing charges or other charges, discontinuance of any utility service, and failure to respond to any notices, phone calls, or correspondence from Owner or its representatives.

  • Abandonment or Default If Provider abandons work or defaults on the Contract, the GLO may terminate the Contract without notice. Provider will not be considered in any re-solicitation of the services described herein and may not be considered in future solicitations for similar services, unless the specification or scope of work changes significantly. The GLO will determine the period of suspension based on the seriousness of the abandonment or default.

  • Termination or Abandonment Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the Merger by the stockholders of the Company: (a) by the mutual written consent of the Company and Parent; (b) by either Parent or the Company if the Merger shall not have been consummated on or prior to June 30, 2012 (the “End Date”), provided, however, that if all of the conditions to Closing, other than the condition set forth in Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date may be extended by Parent or the Company from time to time by written notice to the other party up to a date not beyond December 31, 2012, the latest of any of which dates shall thereafter be deemed to be the End Date; and provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if the failure of the Closing to occur by such date shall be due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (c) by either the Company or Parent if an injunction shall have been entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger and such injunction shall have become final and non-appealable; provided that the party seeking to terminate this Agreement pursuant to this Section 7.1(c) shall have used its reasonable best efforts to remove such injunction to the extent such party is required to use its reasonable best efforts pursuant to this Agreement; (d) by either the Company or Parent if the Stockholders’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Company Stockholder Approval shall not have been obtained; (e) by the Company, if Parent shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 6.1 or Section 6.2 and (ii) by its nature, cannot be cured prior to the End Date or, if by its nature such breach or failure is capable of being cured by the End Date, Parent does not diligently attempt or ceases to diligently attempt to cure such breach or failure after receiving written notice from the Company describing such breach or failure in reasonable detail (provided that the Company is not then in material breach of any representation, warranty, covenant or other agreement contained herein); (f) by Parent, if the Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 6.1 or Section 6.2(f) and (ii) by its nature, cannot be cured prior to the End Date or, if by its nature such breach or failure is capable of being cured by the End Date, the Company does not diligently attempt or ceases to diligently attempt to cure such breach or failure after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent is not then in material breach of any representation, warranty, covenant or other agreement contained herein); (g) by Parent, (i) prior to the Company Stockholder Approval, in the event of a Change of Recommendation or if the Board of Directors of the Company shall have approved or recommended to its shareholders an Acquisition Transaction, or (ii) the Company shall have willfully and materially breached any of its obligations under Section 5.4; and (h) by the Company, prior to obtaining the Company Stockholder Approval and if the Company has complied with its obligations under Section 5.4, in order to enter into a definitive agreement with respect to a Superior Offer; provided that any such purported termination by the Company pursuant to this Section 7.1(h) shall be void and of no force or effect unless the Company pays to Parent the expense reimbursement in accordance with Section 7.3(a) and the Breakup Fee in accordance with Section 7.3(c).

  • Job Abandonment A. If an employee is absent without authorized leave under the provisions of Article 17.1.D for twelve (12) or more consecutive days, the employee shall be considered to have abandoned the position and voluntarily resigned from the University. B. Notwithstanding Article 16.7(A), above, if the employee's absence is for reasons beyond the control of the employee and the employee notifies the University as soon as practicable, the employee will not be considered to have abandoned the position.

  • Abandonment of Position An employee who fails to report for duty for three consecutive working days without informing the Employer of the reason for their absence will be presumed to have abandoned their position. An employee will be afforded the opportunity within 10 days to rebut such presumption and demonstrate that there were reasonable grounds for not informing the Employer.

  • Abandonment of Premises If the property becomes vacant during the term of this lease, and if at the time of the vacancy Tenant are in default in the payment of any installment of rent, then the rent for the entire term shall become at once due and payable and Landlord may proceed to collect rent for said entire premises, with or without process of law, to take possession thereof, to remove any and all property there from and store as required by law, to lease the premises as agent of Tenant, and to apply the proceeds received from such letting toward the payment of Tenant' rent under this lease; such re-entry and re-letting shall not discharge Tenant from liability for rent, nor from any other obligation under the terms of this lease.

  • Abandoned Property If Tenant abandons the Premises, or is dispossessed by process of law or otherwise, any movable furniture, equipment, trade fixtures or personal property belonging to Tenant and left in the Premises shall be deemed to be abandoned, at the option of Landlord, and Landlord shall have the right to sell or otherwise dispose of such personal property in any commercially reasonable manner.

  • Abandonment of Property We need not accept any property abandoned by an "insured".

  • Clean-Up Period (a) Notwithstanding anything to the contrary set forth herein or in any other Loan Document, during the Clean-Up Period, the occurrence of any breach of a representation, covenant or an Event of Default (other than an Event of Default set out in Section 9.1(a)) will be deemed not to be a breach of a representation or warranty or a breach of a covenant or an Event of Default, as the case may be, if it would have been (if it were not for this provision) a breach of representation or warranty or a breach of a covenant or an Event of Default only by reason of circumstances relating exclusively to, with respect to any Permitted Acquisition or other Permitted Clean-Up Investment (or the subsidiaries of such target), the target of such Permitted Acquisition or Permitted Clean-Up Investment, and provided that such breach or Event of Default: (i) is capable of being remedied within the Clean-Up Period and the Loan Parties are taking appropriate steps to remedy such breach or Event of Default; (ii) does not have and is not reasonably likely to have a Material Adverse Effect; and (iii) was not procured by or approved by Holdings or the Borrowers. (b) Notwithstanding Section 9.6(a), if the relevant circumstances are continuing on or after the expiry of the Clean-Up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies of the Agents and the Lenders). (c) For the avoidance of doubt, if any breach of representation or warranty, breach of covenant or Event of Default shall be deemed to not exist due to Section 9.6(a) during the Clean-Up Period, then such breach of representation or warranty, breach of covenant or Event of Default shall be deemed not to exist for purposes of Section 5.2 for so long as (but in no event later than the end of the Clean-Up Period) such breach of representation or warranty, breach of covenant or Event of Default shall be deemed not to exist due to the provisions of Section 9.6(a).

  • Clean-up Time Employees shall be allowed reasonable time during the workday or shift for clean-up purposes.

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