By Either Party for Material Breach Sample Clauses

By Either Party for Material Breach. Without prejudice and in addition to any other contractual remedy the non-breaching Party may have with respect to this Agreement, either Party may, upon a material breach of this Agreement (as it relates to this Agreement in its entirety or to any particular Licensed Product Candidate or Licensed Product) by the other Party, terminate this Agreement (at the non-breaching Party’s option, either (a) in its entirety or (b) for any material breach of the Agreement relating only to certain of the Licensed Product Candidate(s) or Licensed Product(s), (i) with respect the affected Licensed Product Candidate(s) or Licensed Product(s), or (ii) with respect to the affected Included Target, including all Licensed Product Candidates and Licensed Products Directed to such Included Target) by providing [***] prior written notice [***] to the breaching Party, specifying in such notice the breaching Party’s material breach and demanding its cure, with such termination being effective upon the end of such [***] cure period or, if applicable, the end of the extended cure period set forth in the immediately following sentence, in each case if the applicable material breach has not then been cured. [***]. Neither Party may terminate this Agreement pursuant to this Section 14.2.1 if the other Party’s material breach of this Agreement was primarily the result of the terminating Party’s material breach of this Agreement.
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By Either Party for Material Breach. This Agreement may be terminated for cause at any time, without limiting any party’s other rights or remedies, upon written notice identifying with specificity the cause if either party commits a Material Breach of this Agreement and if such breach continues un-remedied for a period of ten (10) days after receipt by the other party of written notice thereof. Within three (3) days after receipt of a written notice to cure a Material Breach, the breaching party must provide non- breaching party with a written detailed response that identifies how the breaching party will cure the Material Breach within the ten (10) day time frame provided above. Should the breaching party fail to provide the written response within three (3) days as is required, the non-breaching party shall have the right to immediately terminate this Agreement. Further, this Agreement may be terminated if either party: (i) has a receiver appointed for itself or its property; (ii) makes an assignment for the benefit of its creditors; (iii) any proceedings are commenced by, for or against either party under any bankruptcy, insolvency or debtor’s relief law seeking a reorganization of such party’s debts and such proceedings are not dismissed within ninety (90) days of their commencement; or (iv) either party is liquidated or dissolved.
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By Either Party for Material Breach. Either Party may terminate this Agreement in its entirety upon written notice to the other Party in the event that the other Party is in material default or breach of any of its material obligations hereunder, and fails to remedy any such default or breach within *** (***) calendar days without (i) providing a written explanation reasonably satisfactory to the non-defaulting Party that a default has not occurred or (ii) commencing to cure the default within *** (***) days of such notice and thereafter curing such default within *** (***) days of such notice; or in the case of failure to pay any uncontested amounts due hereunder, *** (***) calendar days (in each case, the “Cure Period”) after notice thereof by the non-defaulting/non-breaching Party. If such default or breach is not corrected within the applicable Cure Period, the non-defaulting/non-breaching Party will have the right to immediately terminate this Agreement by giving written notice to the Party in default or breach. However, in the event that the Party in default provides a written explanation to the non-defaulting Party and there is a dispute regarding whether the explanation is reasonably satisfactory, the dispute shall be resolved in accordance with Section 14.14 and the Cure Period shall be extended during the pendency of the resolution of the dispute.
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By Either Party for Material Breach. Without prejudice to any other right or remedy, either Party may terminate this Agreement at any time by notice in writing to the other Party (“Other Party”), such notice to take effect as specified in the notice:
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By Either Party for Material Breach. Without prejudice and in addition to any other contractual remedy the non-breaching Party may have with respect to this Agreement, either Party may, upon a material breach of this Agreement by the other Party, terminate this Agreement by providing [***] prior written notice to the breaching Party, specifying in such notice the breaching Party’s material breach and demanding its cure, with such termination being effective upon the end of such [***] day cure period if not cured.
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By Either Party for Material Breach. Without prejudice and in addition to any other contractual remedy the non-breaching Party may have with respect to this Agreement, either Party may terminate this Agreement by providing ninety (90) days’ prior written notice (or thirty (30) days’ prior written notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder) upon a material breach of this Agreement by the other Party, which termination will take effect automatically at the end of such ninety (90) or thirty (30) day period (or, if applicable, the extended cure period set forth below) if the breach is not cured as set forth below. The notice of termination shall specify the nature of the material breach and the breaching Party shall have the opportunity to cure such breach within the period set forth above. The Parties agree that:
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By Either Party for Material Breach. This Agreement may be terminated by either Party in the event that the other Party commits a material breach of this Agreement and the breaching Party fails to cure such breach within [***] calendar days of receiving a written notice of default from the non-breaching Party, such termination to take effect upon delivery of written notice of termination to the breaching Party within [***] calendar days following expiration of the cure period; provided that if such breach is primarily related to a particular Product or MPI Drug, such termination right may only be exercised with respect to such Product (and the associated MPI Drug(s)) or MPI Drug (and the associated Product), and not this Agreement in its entirety. Upon termination of this Agreement with respect to a MPI Drug pursuant to this Section 12.2(c), this Agreement shall terminate with respect to the Target to which such MPI Drug is Directed, and all MPI Drugs and Products associated with such Target, if such MPI Drug is the only MPI Drug Directed to such Target that is being actively Developed or Commercialized for use with the associated Product by Millennium hereunder at the time of such termination. If the Parties reasonably and in good faith disagree as to whether there has been a material breach, the Party that disputes that there has been a material breach may contest the allegation in accordance with Section 13.12. Upon such termination, the Parties shall fully cooperate to provide for an orderly wind down of the applicable Activities and Precision shall still be eligible for all milestone payments earned up to the date of termination.
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By Either Party for Material Breach. This Agreement may be terminated for cause at any time, without limiting any party’s other rights or remedies, upon written notice identifying with specificity the cause if either party commits a Material Breach of this Agreement and if such breach continues un-remedied for a period of ten (10) days after receipt by the other party of written notice thereof. Within three (3) days after receipt of a written notice to cure a Material Breach, the breaching party must provide non-breaching party with a written detailed response that identifies how the breaching party will cure the Material Breach within the ten
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Related to By Either Party for Material Breach

  • Termination for Material Breach A party may terminate this Agreement immediately upon notice to the other parties if any of the other parties materially breaches this Agreement, and if capable of cure, does not cure the breach within 10 days after receiving notice specifying the breach. If the material breach affects only certain Services, the non-breaching party that served the notice may choose to terminate only the affected Services.

  • Termination by Either Party This Agreement may be terminated upon 60 days written notice without cause or penalty by either the Company (acting through the Conflicts Committee) or the Advisor. The provisions of Articles 1, 10, 12, 13, 15 and 16 shall survive termination of this Agreement.

  • Material Breach A material breach for purposes of this Agreement shall include, but not be limited to:

  • By Either Party Either party may terminate this Agreement for cause upon 30 days’ advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 30-day notice period.

  • Indemnification by the Distributor The Distributor hereby agrees to, and shall, indemnify and hold harmless the Company and each person who controls or is affiliated with the Company within the meaning of such terms under the 1933 Act or 1940 Act and any officer, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities:

  • Termination by Licensee 10.1 Licensee will have the right at any time to terminate this Agreement in whole or as to any portion of Patent Rights by giving notice in writing to The Regents. Such Notice of Termination will be subject to Article 18. (Notices) and termination of this Agreement will be effective sixty (60) days after the effective date thereof.

  • 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.

  • Breach by Seller In the event Seller shall fail to fully and timely perform any of its obligations hereunder or shall fail to consummate the sale of the Property for any reason, except Purchaser’s default, Purchaser may: (1) enforce specific performance of this Contract; or (2) request that the Escrow Deposit, if any, shall be forthwith returned by the title company to Purchaser.

  • Indemnification by Licensee Licensee shall defend, indemnify and hold harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Action, and any and all direct losses suffered or incurred by Licensor in connection with any third party claims (a) arising out of or resulting from any breach by Licensee of any provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed).

  • Termination by Licensor Licensor, at its option, may immediately terminate the Agreement, or any part of Patent Rights, or any part of Field, or any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to terminate, if any of the following occur:

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