Breach of Section 13 Sample Clauses

Breach of Section 13. 5. In the event of any material breach by NGX of its obligations under Section 13.5 which is not cured within [***] after written notice is given by Astellas to NGX specifying the breach, then notwithstanding Section 13.11, Astellas shall be entitled to bring suit against NGX for any direct damages suffered as a result of such CPL Supply Failure, and in addition, NGX agrees that: (a) Astellas shall have the right to enter into direct supply agreements with CPL as set forth in 13.3.2. (b) Astellas shall have the right to exercise the Backup Manufacturing Licenses set forth in Section 13.8.2 for the sole purpose of making or having made Gel for sale in the Territory as part of the Existing Product, all as further set forth in Section 13.8.2. (c) NGX shall, upon Astellas’ exercise of its Backup Manufacturing License pursuant to subsection (b) above, use commercially reasonable efforts to transfer (or facilitate the transfer) to Astellas, at no additional cost, of (i) all NGX Technology relating to the Gel and (ii) all manufacturing technology, know-how and information relating to the Gel and its manufacture that CPL is obligated to provide to NGX under Section 2.8 of the CPL Agreement. All such know-how and information delivered to Astellas under this Section 13.7.2 shall be deemed Confidential Information of NGX.
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Breach of Section 13. 4. In the event of a any material breach by NGX of its obligations under Section 13.4 which is not cured within ninety (90) days after written notice is given by Astellas to NGX specifying the breach, then notwithstanding Section 13.11, Astellas shall be entitled to bring suit against NGX for any direct damages suffered as a result of such LTS Supply Failure, and in addition, NGX agrees that: (a) Astellas shall have the right to enter into direct supply agreements with LTS and Formosa as set forth in 13.3.1. (b) Astellas shall have the right to exercise the Patch Backup Manufacturing Licenses set forth in Section 13.8.1 for the sole purpose of making or having made Patches for sale in the Territory as part of the Existing Product, all as further set forth in Section 13.8.1. ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (c) NGX shall, upon Astellas’ exercise of its Patch Backup Manufacturing Licenses pursuant to subsection (b) above, use commercially reasonable efforts to deliver to, or facilitate the delivery to, Astellas, at no additional cost, of (i) all NGX Technology relating to the Patch, and (ii) all LTS Know-How (as defined in the LTS Agreement) that LTS is obligated to provide to NGX under Section 6.4(b) of the LTS Agreement. All such know-how and information delivered to Astellas under this Section 13.7.1 shall be deemed Confidential Information of NGX.

Related to Breach of Section 13

  • Breach of Security 6.1 Either party shall notify the other immediately upon becoming aware of any Breach of Security including, but not limited to an actual, potential or attempted breach, or threat to, the Security Plan. 6.2 Upon becoming aware of any of the circumstances referred to in paragraph 6.1, the Contractor shall; a) immediately take all reasonable steps necessary to; (i) remedy such breach or protect the Contractor ICT System against any such potential or attempted breach or threat; and (ii) prevent an equivalent breach in the future. Such steps shall include any action or changes reasonably required by the Authority. In the event that such action is taken in response to a breach that is determined by the Authority acting reasonably not to be covered by the obligations of the Contractor under this Contract, then the Contractor shall be entitled to refer the matter to the change control procedure in clause F3 (Variation). b) as soon as reasonably practicable provide to the Authority full details (using such reporting mechanism as may be specified by the Authority from time to time) of such actual, potential or attempted breach and of the steps taken in respect thereof.

  • Liability for Breach of Agreement During the term of this Agreement, any violation of any provisions herein by either party constitutes breach of contract and the breaching party shall compensate the non-breaching party for the loss incurred as a result of this breach.

  • Breach of Agreement Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

  • Breach of Specific Covenants Borrower shall fail or neglect to perform, keep or observe any covenant contained in Sections 5.2, 5.3, 6.1.1, 6.1.2, 6.2.5, 6.2.6, 8.1, 8.2 or 8.3 hereof on the date that Borrower is required to perform, keep or observe such covenant.

  • Breach of Certain Covenants Failure of any Credit Party to perform or comply with any term or condition contained in Section 2.6, Section 5.2 or Section 6; or

  • Breach of the Agreement The Beneficiary commits a material breach of its obligations under this Agreement;

  • Breach of Confidentiality Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations hereunder, that any such breach will likely result in irreparable harm, and therefore, that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

  • Liability for Breach of Contract 1. Party A and Party B shall strictly perform the terms stipulated in the agreement. If one party breaches the contract, the breaching party shall bear the liability for breach of contract according to the contract. 2. If the product is delivered by Party A to Party B and Party B fails to raise any objection to the product quality within the acceptance period, Party B shall not apply for return or replacement; If the product quality problems caused by Party B due to Party B's reasons or the intervention of a third party, which are not caused by the product itself, and caused by Party B's failure to raise any objection within the time limit since the date of acceptance, Party A can repair and rework the products, and Party B shall bear the rework service fee, material fee, processing fee, labor wages and other expenses incurred by Party A; 3. If the payment is not made in advance and then delivered, the ownership of the goods stipulated in this agreement still belongs to Party A before Party B pays off the payment, and Party A has the right to take back the goods at any time. Meanwhile, before this, Party B shall properly keep the goods and ensure that they are intact. If there is any damage, Party B shall compensate Party A according to the price of the goods agreed in the agreement. If the amount is not enough to make up for the losses, it shall also compensate Party A for all losses. 4. If Party B violates the agreement or refuses to perform the cooperation content during the cooperation period of this agreement, and refuses to perform or even withdraws from the cooperation after being urged by Party A, Party A has the right not to return the initial fee paid by Party B as a security deposit; At the same time, Party B shall cooperate with Party A to return all cooperation materials such as cooperation project materials and trademark product authorization documents, and compensate all economic losses suffered by Party A; 5. If Party B violates this agreement and causes losses to Party A, all expenses (including but not limited to attorney fees, legal fees, arbitration fees, announcement fees, preservation fees, guarantee fees, appraisal fees and auction evaluation fees) incurred by Party A for safeguarding its own legitimate rights and interests shall be borne by Party B; 6. If Party B cancels or changes the order without authorization, it shall pay 20% of the order price as liquidated damages and compensate Party A for all losses such as stocking, labor and profit.

  • Breach of Certain Provisions Failure of the Borrower or any of its Subsidiaries to perform or comply with any term or condition contained in Sections 6.1(f), 6.3 or 8.1, or in Article VII; or

  • Liabilities for Breach of Contract 11.1 The Parties agree and acknowledge that, if any Party (“Defaulting Party”) is materially in breach of any provision of this Agreement, or materially fails to perform or delays in performing any of its obligations hereunder, such breach, failure or delay shall constitute a default hereunder (the “Default”), and the non-defaulting Party shall be entitled to demand the Defaulting Party to rectify such Default or take remedial actions within a reasonable period of time. If the Defaulting Party fails to rectify such Default or take remedial actions within such reasonable period of time or ten (10) days from the receipt of the written notice from the non-defaulting Party requiring such rectification, the non-defaulting Party shall be entitled to make a decision at its sole discretion: 11.1.1 the WFOE shall be entitled to terminate this Agreement and claim from the Defaulting Party for damages if the Defaulting Party is any of the Existing Shareholders or the Company; 11.1.2 the non-defaulting Party shall be entitled to claim from the Defaulting Party for damages if the Defaulting party is the WFOE, provided that under no circumstances shall the Non-defaulting Party be entitled to terminate or rescind this Agreement unless otherwise provided by laws. 11.2 Notwithstanding anything to the contrary in this Agreement, this Article shall survive the termination of this Agreement.

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