Additional Termination Rights. (a) BMS has the right to terminate this License Agreement upon delivery of written notice to MPP upon the occurrence of any of the following:
(i) the failure of MPP to ensure a sufficient supply of the Licensed Products in the formulations and strengths listed in Schedule A to meet substantially the needs in the Territory, other than isolated, temporary shortages of less than 90 days if such shortage is not cured (other than by means of a reallocation of Licensed Products that has the effect of creating shortage elsewhere) with 90 days after written notice to MPP by BMS;
(ii) the failure of MPP to comply with BMS's reasonable requests under Sections 5(b) through (c) of this License Agreement;
(iii) any failure by the MPP of ensuring compliance with relevant OFAC regulations under Section 2.8 of this License Agreement;
(iv) if in the reasonable opinion of BMS, control (through ownership or otherwise) or MPP changes;
(b) either of BMS and MPP will have the right to terminate any Sublicense Agreement, upon delivery of written notice to the relevant Sublicensee(s) upon the occurrence of any of the following;
(i) the occurrence of any material safety issue that BMS reasonably believes makes it inadvisable to proceed or continue with the commercialization of the Licensed Product in the Territory;
(ii) without prejudice to Section 2.7(c), a cross-border diversion of the Licensed Compound and/or Licensed Products whereby any Sublicensee (directly or indirectly or through a Third Party, located in or out of the Territory) uses, offers for sale, sells, has sold Licensed Compound and/or Licensed Products for use in any country outside of the Territory;
(iii) any failure by the Sublicensees to comply with the quality requirements under Section 6.2 of this License Agreement;
(iv) the failure by the respective Sublicensee to file for registration all of the Licensed Products in the the Territory for all of the formulation and strengths listed in Schedule A within thirty (30) months of the Effective Date of each Sublicense Agreement Agreement;
(v) the occurrence of a direct or indirect change of control of Sublicensee that has not been consented to by BMS and MPP in writing; and/or
(vi) in the event of any serious or intentional violation of any laws and regulations or misappropriation of a Third Party’s intellectual property rights by a Sublicensee anywhere in the world, which in BMS’s and MPP’s judgment, may reflect unfavorably on BMS, MPP, their reputation or the Lice...
Additional Termination Rights. The Practicum Centre shall, in addition to any other rights it may have and after consulting with the University, have the right to terminate this Agreement and/or the Placement of any Student:
(a) if, in the sole discretion of the supervisor or his/her designate, a Student’s Placement performance is unacceptable, with the result that community service and/or client care is compromised; or
(b) in the event of circumstances beyond the control of the Practicum Centre, such as a community disaster, labour disruption, fire or other situation where such circumstances would interfere with the Practicum Centre’s obligations under this Agreement. Once such circumstances have ended, the Practicum Centre shall permit the Student affected by the interruption to return as soon as possible to complete the Placement.
Additional Termination Rights. By Either Party: Not applicable By Purchasers: Not applicable By Seller: Not applicable
Additional Termination Rights. In addition to the termination rights set forth in 10.2 AVEVA may terminate the Support Services and the Transaction Document under which such Support Services are provided if:
(a) Customer has breached any of its material obligations under any agreement relating to the Supported Software or Goods and Customer has not cured such breach within thirty (30) days of receipt of a notice of breach or default from AVEVA; or
(b) Customer uses the Support Services other than for its own internal business purposes or uses the Support Services to provide similar services related to the Supported Software or Goods to any third party.
Additional Termination Rights. This Agreement may be terminated by Reliant upon the occurrence of any one or more of the following:
(a) Novartis’ rights to use the Trademarks (or any of them if there are more than one) is lost, diminished, limited or restricted in any way and such loss, diminution, limitation or restriction is materially detrimental to Reliant;
(b) Novartis is enjoined, prohibited or restricted from making, using or selling a Product or granting Reliant the rights granted to it by Novartis hereunder, in any such case, pursuant to an award, judgment, decree or other order of any court or other governmental, administrative or regulatory authority;
(c) Reliant is enjoined or prohibited from marketing the Product in the Territory (and such injunction or prohibition was not caused by an action or omission of Reliant);
(d) One or more patents issue in the United States that prohibit, limit or otherwise adversely impact the Net Sales of the Product;
(e) Novartis is (i) unwilling or (ii) unable (other than as a result of an event that qualifies as a force majeure event under Article 15.7 hereof), to perform its obligations under Article 5.1(a) and or (b) hereof (which is not cured within fifteen (15) days following written notice thereof by Reliant to Novartis); provided that for the purposes of this Article 7.7, Novartis’ obligation shall not be qualified by “commercially reasonable efforts”; and/or
(f) Novartis or an Affiliate of Novartis fails to take reasonable action within a reasonable period of time to xxxxx the infringement by a third party of any Patent and/or any Trademark, and such failure is materially detrimental to Reliant’s exercise of its rights or performance of its obligations under this Agreement. Reliant shall provide written notice to Novartis of its intent to terminate under this Article 7.7, which termination shall become effective thirty (30) days after delivery of such notice; provided that such notice delivered in connection with Article 7.7(e) shall become effective fifteen (15) days after delivery of such notice.
Additional Termination Rights. In addition to any right to terminate this Agreement under the provisions of this Section 16, either party shall have the further right to terminate this Agreement, upon delivery of written notice to the Agent, upon the occurrence of any of the following:
(a) the other party (including, with respect to the Funds, Lord, Axxxxx & Co. LLC) ceases to do business in the ordinary course, becomes or is declared insolvent or bankrupt, is the subject of any proceedings relating to its liquidation, insolvency or for the appointment of a receiver or similar officer for it (whether voluntary or involuntary), makes an assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension or readjustment of all or substantially all of its obligations;
(b) the other party (including, with respect to the Funds, Lord, Axxxxx & Co., LLC, not including, in the case of Lord, Axxxxx & Co. LLC any reconstitution of the company as a result of the addition or departure of one or more of the members or change in the ownership portions of given members where, in each case, the identity of a substantial majority of the members remains the same) experiences any transfer of ownership of a controlling interest in such party by or to any Person, other than a Person who was an Affiliate of that party immediately before any such transfer. For purposes of this Section 16.3(b), a controlling interest shall be deemed to be more than fifty percent of the equity interest in a Person; or
(c) the other party (including, with respect to the Funds, Lord, Axxxxx & Co. LLC) is the subject of any administrative or court order issued with regard to the material violation, or alleged material violation of, the 1933 Act, the 1934 Act, the 1940 Act or other Applicable Law relating to its business.
Additional Termination Rights i. RIAC may, by written notice, terminate this contract in whole or in part at any time, either for the RIAC’s convenience or because of failure to fulfill the contract obligations. Upon receipt of such notice services must be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in performing this contract, whether completed or in progress, delivered to RIAC.
ii. If the termination is for the convenience of RIAC, an equitable adjustment in the contract price will be made, but no amount will be allowed for anticipated profit on unperformed services.
iii. If the termination is due to failure to fulfill the contractor's obligations, RIAC may take over the work and prosecute the same to completion by contract or otherwise. In such case, the contractor is liable to RIAC for any additional cost occasioned to RIAC thereby.
iv. If, after notice of termination for failure to fulfill contract obligations, it is determined that the contractor had not so failed, the termination will be deemed to have been effected for the convenience of RIAC. In such event, adjustment in the contract price will be made as provided in paragraph ii of this clause.
v. The rights and remedies of RIAC provided in this clause are in addition to any other rights and remedies provided by law or under this contract.
Additional Termination Rights. (a) If the Transaction has not occurred on or prior to December 31, 2005, other than by reason of a default by a party hereto, and unless mutually extended by the parties hereto, this Agreement shall automatically Terminate and this Agreement shall be of no force and effect between the parties except for those obligations which survive such termination. (b) If any condition to the initial Closing is not satisfied or waived by March 31, 2005 either party, so long as such party is not in default hereunder, may Terminate this Agreement by written notice to the other party (subject to any rights of such non-defaulting party hereunder) and this Agreement shall be of no force and effect between the parties except for those provisions which expressly survive such termination. (c) On or before the applicable Closing Date, if the PR Stock Agreement is terminated then this Agreement shall also Terminate, provided however that if such termination results from (i) a default by PR Seller, then Buyer shall have all of its rights hereunder against Seller as if Seller was in default hereunder; or (ii) a default by PR Buyer, then Seller shall have all of its rights hereunder against Buyer as if Buyer was in default hereunder.
Additional Termination Rights. By Either Purchaser or Seller: None By Purchaser: Purchaser shall have the right to terminate this Agreement with respect to all of the Acquisitions without any liability or payment, at any time prior to the occurrence of the Closing hereunder, if: · LP1 PSA, Tsugaru LP1 PSA or Tsugaru GPI PSA is terminated for any reason prior to the closing of the Acquisitions (as defined therein) contemplated thereby. By Seller: None
Additional Termination Rights. Xxxxxx’x termination rights described herein are in addition to, and shall not limit, the termination rights of the applicable Client Local Affiliate in the applicable Schedule.
