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. 4.9(d) Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
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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. .. 3 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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Abandonment Date. 5 9. Consulting Agreement with Xxxxxx X. Xxxx Associates . . . .5 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 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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Related to Abandonment Date

  • Abandonment Tenant shall not vacate or abandon the Premises at any time during the term of this Lease and if Tenant shall abandon, vacate or surrender said Premises, or be dispossessed by the process of law, or otherwise, any personal property belonging to Tenant and left on the Premises shall be deemed to be abandoned, at the option of Landlord, except such property as may be mortgaged to Landlord.

  • Termination or Abandonment Notwithstanding anything contained 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 matters presented in connection with the Merger by the stockholders of the Company:

  • ABANDONMENT OF PREMISES Tenant agrees not to abandon or vacate the Premises during the Term of this Lease. If Tenant does abandon or vacate the Premises for more than ninety (90) days, Landlord may terminate this Lease, by written notice to Tenant at any time prior to Tenant reoccupying the Premises, but such termination shall not entitle Landlord to pursue any other remedies unless an uncured Event of Default then exists, in which case Landlord may pursue any and all remedies provided by this Lease, at law or in equity.

  • 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.

  • Occupancy After Foreclosure Any sale of the Mortgaged Property or any part thereof will divest all right, title and interest of Mortgagor in and to the property sold. Subject to applicable law, any purchaser at a foreclosure sale will receive immediate possession of the property purchased. If Mortgagor retains possession of such property or any part thereof subsequent to such sale, Mortgagor will be considered a tenant at sufferance of the purchaser, and will, if Mortgagor remains in possession after demand to remove, be subject to eviction and removal, forcible or otherwise, with or without process of law.

  • Damage or Destruction Condemnation 16.1. If the Hotel is damaged by fire or other casualty, Operator shall promptly notify Owner. This Agreement shall remain in full force and effect subsequent to such casualty provided that either party may terminate this Agreement upon thirty days’ prior written notice to the other party if (a) Owner shall elect to close the Hotel as a result of such casualty (except on a temporary basis for repairs or restoration) or (b) Owner shall determine in good faith not to proceed with the restoration of the Hotel; provided further, Operator may terminate this Agreement upon thirty days’ prior written notice to Owner if forty percent (40%) or more of the rooms in the Hotel are unavailable for rental for a period of one hundred eighty (180) days or more as a result of such casualty.

  • Tenant’s Entry Into the Premises Prior to Substantial Completion Subject to the terms hereof and provided that Tenant and its agents do not interfere with, or delay, Contractor’s work in the Building and the Premises, at Landlord’s reasonable discretion, Contractor shall allow Tenant access to the Premises prior to the Substantial Completion of the Premises for the purpose of Tenant installing any necessary furniture, equipment or fixtures (including Tenant’s data and telephone equipment) in the Premises. Prior to Tenant’s entry into the Premises as permitted by the terms of this Section 6.01, Tenant shall submit a schedule to Landlord and Contractor, for their approval, which schedule shall detail the timing and purpose of Tenant’s entry, and Landlord will reasonably cooperate with Tenant to coordinate Landlord’s Contractor’s work of constructing the Tenant Improvements with such access by Tenant for the installation of Tenant’s furniture, equipment and fixtures. In connection with any such entry, Tenant acknowledges and agrees that Tenant’s employees, agents, contractors, consultants, workmen, mechanics, suppliers and invitees shall fully cooperate, work in harmony and not, in any manner, interfere with Landlord or Landlord’s Contractor, agents or representatives in performing work in the Building and the Premises, or interfere with the general operation of the Building and/or the Project; and such entry shall be subject to the site management rules of Landlord and Landlord’s Contractor. If at any time any such person representing Tenant shall not be cooperative or shall otherwise cause or threaten to cause any such disharmony or interference, including, without limitation, labor disharmony, and Tenant fails to immediately institute and maintain corrective actions as directed by Landlord, then Landlord may revoke Tenant’s entry rights upon twenty-four (24) hours’ prior written notice to Tenant. Tenant acknowledges and agrees that any such entry into and occupancy of the Premises or any portion thereof by Tenant or any person or entity working for or on behalf of Tenant shall be deemed to be subject to all of the terms, covenants, conditions and provisions of the Lease, excluding only the covenant to pay Rent (until the occurrence of the Lease Commencement Date). Tenant further acknowledges and agrees that Landlord shall not be liable for any injury, loss or damage which may occur to any of Tenant’s work made in or about the Premises in connection with such entry or to any property placed therein prior to the Lease Commencement Date, the same being at Tenant’s sole risk and liability. Tenant shall be liable to Landlord for any damage to any portion of the Premises, including the Tenant Improvement work, caused by Tenant or any of Tenant’s employees, agents, contractors, consultants, workmen, mechanics, suppliers and invitees. If the performance of Tenant’s work in connection with such entry causes extra costs to be incurred by Landlord or requires the use of any Building services, Tenant shall promptly reimburse Landlord for such extra costs and/or shall pay Landlord for such Building services at Landlord’s standard rates then in effect. In addition, Tenant shall hold Landlord harmless from and indemnify, protect and defend Landlord against any loss or damage to the Building or Premises and against injury to any persons caused by Tenant’s actions pursuant to this Section 6.01.

  • Substantial Destruction Any damage or destruction to the Premises or the Building which Landlord is not obligated to repair pursuant to Subparagraph 20(a) above will be deemed a substantial destruction. In the event of a substantial destruction, Landlord may elect to either (i) repair, reconstruct and restore the portion of the Building or the Premises damaged by such casualty, in which case this Lease will continue in full force and effect, subject to Tenant's termination right contained in Subparagraph 20(d) below; or (ii) terminate this Lease effective as of the date which is thirty (30) days after Tenant's receipt of Landlord's election to so terminate.

  • Damage Destruction and Condemnation (a) If all or any part of the Property shall be damaged or destroyed, or if title to or the temporary use of the whole or any part of the Property shall be taken or condemned by a competent authority for any public or quasi-public use or purpose, subject to the terms of the Indenture, there shall be no abatement or reduction in the amounts payable by Grantor under the Indenture and Grantor shall continue to be obligated to make such payments.

  • Damage Destruction or Condemnation If, after the Effective Date and before the Closing, all or any part of the Property is destroyed or damaged (a “Casualty”), or becomes subject to condemnation or eminent domain proceedings, then Seller shall promptly notify Purchaser thereof in writing (a “Seller’s Notice”). If the damage or taking is material (as defined below), Purchaser may elect to terminate this Agreement by delivering a written notice thereof to Seller at any time prior to the date that is ten (10) business days after Purchaser’s receipt of a Seller’s Notice, time being of the essence and receive a refund of the entire Deposit, including the Hard Deposit pursuant to Section 2.2.1 hereof. If the damage or taking is not material, or if, in the case that the damage or taking is material, either Purchaser elects in writing to proceed with Closing or Seller does not receive written notice from Purchaser of Purchaser’s termination of this Agreement at any time on or prior to the date that is ten (10) business days after Seller’s delivery of a Seller’s Notice, then the parties shall proceed with the Closing without any reduction in the Purchase Price (except only for a credit in the amount of the deductible (if any) applicable to the claim for such damage or destruction); provided, however, that in such event, Purchaser shall be entitled to all insurance proceeds to which Seller may actually collect, less Seller’s costs of collection and any costs actually incurred by Seller for demolition, site cleaning, restoration or other repairs to the extent the foregoing are performed in a good and workmanlike manner (collectively, “Seller’s Costs”) or all condemnation awards payable to Seller as a result of such damage or taking (as the case may be), less Seller’s Costs, if applicable, and, to the extent the same are applicable, Seller shall either (a) assign to Purchaser at Closing Seller’s rights to any such condemnation or eminent domain awards and pay to Purchaser at Closing any such awards already received (not exceeding the amount of the Purchase Price), less Seller’s Costs, as applicable, or (b) assign to Purchaser at Closing all of Seller’s rights to the insurance proceeds associated with the damage or destruction at issue and, as applicable, pay to Purchaser at Closing any such proceeds already received not to exceed the amount of the Purchase Price, and less any costs, fees and expenses reasonably expended by Seller prior to Closing towards the repair of the damage or destruction at issue; and/or file a claim for the applicable damages under any available insurance policies, use good faith, commercially reasonable efforts to negotiate and settle such claim in substantially the same manner that Seller would have done so for its own account, and promptly pay over to Purchaser any insurance proceeds that Seller actually collects in respect thereof, less Seller’s Costs. In any event, Purchaser acknowledges and agrees that Seller shall not be required to file, maintain or participate in any suit, proceeding or action against any of its insurers, nor shall Seller be required to provide Purchaser access to, or a copy of, any portion of its casualty or other insurance policies except only as reasonably necessary in connection with a claim under such policy. For the purposes of this Section 7, damage or other casualty shall be considered to be “material” if the estimated cost to repair or restore the Property exceeds $500,000. A condemnation or other taking, shall be considered “material” if (i) the estimated cost to repair or restore the Improvements to the condition in which they existed immediately prior to such taking exceeds $500,000; (ii) the taking (after accounting for repairs and restoration to be completed by Purchaser with the awards paid to Purchaser) will have a material, adverse effect on the value, marketability, ownership and/or operation of the Property (in the manner owned and operated immediately prior to the taking); (iii) it prohibits, as a matter of applicable law, the rebuilding or repair of the number of parking spaces or Improvements substantially as they currently exist; or (iv) it materially alters or limits access to the Property from a publicly-dedicated street. If Purchaser timely elects to terminate this Agreement under this Section 7, then upon the exercise of such option by Purchaser, this Agreement shall become null and void, the entire Deposit, including the Hard Deposit pursuant to Section 2.2.1 hereof, shall be immediately returned to Purchaser, and neither party shall have any further liability or obligations hereunder, except for the Surviving Obligations. Seller and Purchaser hereby agree that the Uniform Vendor and Purchaser Risk Act, Section 5.007 of the Texas Property Code, shall not be applicable to this Agreement or the transaction contemplated hereby. Notwithstanding anything to the contrary contained above in this Section 7, in the event that a Casualty shall occur with respect to the Property, and all or a portion of the losses resulting therefrom (but not including any deductibles) are not covered by the property or casualty insurance maintained by Seller with respect to the Property or if Seller is unable to assign its claim to such insured casualty, then, within ten (10) days after Seller gains knowledge of such Casualty, Seller shall notify Purchaser that: (i) Seller shall provide Purchaser with a credit against the Purchase Price in the amount of the reasonable estimated costs for the repair or restoration of the affected Property by such Casualty, (ii) that Seller has elected to terminate this Agreement by reason of the occurrence of such Casualty, or (iii) that Seller has elected to provide Buyer the right to terminate this Agreement by reason of the occurrence of such Casualty, regardless of materiality. In the event that Seller fails to provide any such notice within such ten (10) day period, Seller shall be deemed to have elected to proceed in accordance with clause (iii) of the preceding sentence. In the event that Seller proceeds in accordance with clause (i) above, then the parties shall proceed to Closing (subject to the terms of this Agreement), and Seller shall provide Purchaser with the applicable credit against the Purchase Price. In the event that Seller elects to proceed in accordance with clause (ii) above, then the Deposit, including the Hard Deposit pursuant to Section 2.2.1 hereof, shall be refunded to Purchaser and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination. In the event that Seller elects to proceed in accordance with clause (iii) above, then Purchaser shall have the right, within ten (10) days after the date on which Seller notifies Purchaser of such election, to (x) terminate this Agreement by written notice to Seller, in which case the Deposit, including the Hard Deposit pursuant to Section 2.2.1 hereof, shall be refunded to Purchaser and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (y) proceed to Closing without any credit against or deduction from the Purchase Price. If Purchaser fails to provide any such notice within such ten

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