Alternative to Termination for Material Breach Sample Clauses

Alternative to Termination for Material Breach. In the event of a material breach or default by Pieris that would otherwise be of a sufficiently material nature to allow Servier to terminate the Agreement pursuant to Section 12.2.1, Servier may, in lieu of terminating the Agreement, and in addition to any other remedies Servier may have with respect to such material breach, elect the following:
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Alternative to Termination for Material Breach. If Atara has materially breached or defaulted in the performance of any of its material obligations hereunder with respect to Regulatory Filings and Regulatory Interactions during the Pre-Transfer Period, and Manufacturing and Cell Selection services during the Term, or of its obligations in Sections 8.13 and 8.14, and such breach is not curable or has not been cured within the cure period in Section 16.2 after written notice thereof was provided by Partner, then, [***].
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Alternative to Termination for Material Breach. If Xxxxx has materially breached or defaulted in the performance of any of its material obligations hereunder with respect to (a) the transition activities set forth in the Transition Plan or (b) of its obligations in Sections 7.11 and 7.12, and such breach is not curable or has not been cured within the cure period in Section 15.2 after written notice thereof was provided by Partner, then, [***].
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Alternative to Termination for Material Breach. If Licensor has materially breached or defaulted in the performance of any of its material obligations hereunder, including its representations and warranties pursuant to Article 14, and such breach is not curable or has not been cured within ninety (90) days after written notice thereof was provided by Licensee, then, without limiting any other remedies of Licensee, Licensee may elect to continue the Agreement, provided that (i) Licensee shall be released of its diligence obligations pursuant to Article 5.1(a) to the extent such obligations are impacted by Licensor’s breach and (ii) the payments to be made hereunder by Licensee to Licensor shall be reduced by [***] until such time as the resulting aggregate reduction equals the damages Licensee suffered as a result of Licensor’s breach as will be finally determined by mutual agreement or pursuant to Article 16 [***]; provided that in no event shall a Royalty Rate under this Agreement be reduced to a number that is less than [***] by reason of such offset and/or through the application of Article 6.5.
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Related to Alternative to Termination for Material Breach

  • Termination for Material Breach If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach of one or more of its material obligations under this Agreement, then if the Breaching Party fails to cure such breach within *** days after receipt of the Default Notice, or if such compliance cannot be fully achieved through diligent efforts within such *** day period but the Breaching Party has failed to promptly commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or if full compliance is not achieved in any event within *** days after receipt of the Default Notice, then the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party. If the Breaching Party disputes that it has materially breached one or more of its material obligations under this Agreement, the dispute shall be resolved pursuant to Section 11.7. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one or more of its material obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party fails to cure any breach specified by the Adverse Ruling within *** days after such ruling, or if such compliance cannot be fully achieved through diligent efforts within such *** day period but the Breaching Party has failed to promptly commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or if full compliance is not achieved in any event within *** days after the Adverse Ruling, then the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party.

  • Termination upon Material Breach Notwithstanding the foregoing, a Party may terminate this Agreement if any other Party materially breaches a material provision of this Agreement and such material breach is not cured (i) within thirty (30) days after being given notice of the breach in the case of a material breach of an obligation to make payment hereunder or (ii) within sixty (60) days after being given notice of the breach in the case of any other material breach.

  • Notice of Termination for Cause Notice of Termination for Cause shall mean a notice to Executive that shall indicate the specific termination provision in Section 7(c) relied upon and shall set forth in reasonable detail the facts and circumstances which provide a basis for Termination for Cause.

  • Voluntary Termination or Termination for Cause If Executive is no longer employed by the Company or any of its subsidiaries as a result of Executive's termination for Cause or resignation, then on or after the Termination Date, the Company may elect to purchase all or any portion of the Executive Units at a price per Unit equal to the lower of the Original Value thereof or the Fair Market Value thereof determined as described in clause (b)(1) above; provided, however, that if Executive resigns on or after the fifth anniversary of the date hereof, then on or after such Termination Date, the Company may elect to purchase all or any portion of the Executive Units at a price per unit equal to the Fair Market Value thereof determined as described in clause 3(b)(1) above.

  • Termination for Cause The Company may terminate Executive’s employment for Cause, as defined below.

  • Voluntary Termination; Termination for Cause If Executive's employment with the Company terminates voluntarily by Executive or for Cause by the Company, then all vesting of the Option and all other options granted to Executive will terminate immediately and all payments of compensation by the Company to Executive hereunder and all obligations with respect thereto (including, without limitations, with respect to base salary, bonuses, employee benefits, relocation and temporary living reimbursements and other expense reimbursements) will terminate immediately (except as to amounts already earned).

  • Termination for Just Cause (a) The term “

  • Effect of Termination for Cause If Employee's employment is terminated "For Cause":

  • Termination for Cause; Voluntary Termination If at any time during the Term the Executive’s employment with the Company is terminated pursuant to Section 4.6 or 4.7, the Executive shall be entitled to only the following:

  • Termination for No Cause Either Custodian or the Funds may terminate: (a) this Loan Servicing Agreement in its entirety or (b) the Services as to any particular portfolio of loans or as to a loan or loans without terminating this Loan Servicing Agreement in its entirety, for any or no reason upon the providing of ninety (90) days’ advance written notice to the other parties.

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