Certain Termination Events. (a) Except as otherwise contemplated by Sections 3.05 and 10.02(c), either Noven or Endo shall have the right to terminate this Agreement if the other commits any continuing or material breach of any of the provisions of this Agreement and (in the case of a breach which is capable of remedy) fails to remedy the same within 60 days after receipt of written notice giving full particulars of the breach and requiring it to be so remedied;
(b) In the event that at any time during the Term Noven shall, (i) during any period of six consecutive months, fail to supply at least *** of the aggregate number of units of Product (which number of units shall be determined with reference to the number of units estimated to be yielded by each Batch ordered by Endo as reflected in Exhibit A) ordered pursuant to Purchase Orders properly submitted by Endo during such period (other than by reason of the fault of Endo), or (ii) fail to provide *** of the aggregate number of units of Product ordered during any two separate periods of three consecutive months, Endo shall (A) have the right to terminate its obligation to exclusively purchase Product from Noven and have a third party manufacture on its behalf the Product to supply and (B) have the right to withdraw any purchase orders submitted to Noven for amounts in excess of Noven's ability to supply.
(c) Either party may terminate this Agreement with immediate effect if the Product is withdrawn from the market in the Territory for serious adverse health or safety reasons.
(d) Either Noven or Endo may terminate this Agreement with immediate effect in the event a Force Majeure Event as to the other shall exist and be continuing for a period of 120 consecutive days.
(e) Noven may terminate its obligation to supply Endo with its requirements of Product under this Agreement upon twenty-four months notice in the event that Noven's gross margins on the manufacture of Product (taking into account all Endo payments hereunder and under the License Agreement in calculating such margins--except for the milestone payments) drops to less than *** of its fully allocated manufacturing cost for the Product in two consecutive calendar quarters. Such termination notice shall contain the election of Noven to either (1) continue to be paid its share of the Gross Margin per the License Agreement, or (ii) be paid its fully loaded manufacturing costs plus *** for Product, during the period following the notice until Noven no longer supplies Product he...
Certain Termination Events. In the event of termination of this Agreement with respect to a Terminated Compound, or with respect to a particular Terminated Field for the TAK-385 Licensed Compound, by Licensee pursuant to Section 13.2 (Termination at Will), Section 13.4 (Termination for Safety Reasons), or Section 13.5 (Termination for Commercial Viability), by Takeda pursuant to Section 13.3 (Termination for Material Breach), Section 13.5 (Termination for Cessation of Activities), or by Takeda pursuant to Section 13.7 (Termination for Patent Challenge), or by either Party pursuant to Section 13.8 (Termination for Insolvency), then:
Certain Termination Events a. In the event of any breach of Section II.B., II.C., II.D., III.B.1. or III.B.2, of this Agreement by either party hereto, or in the event either party materially breaches the Card Service Agreement, the non-breaching party shall have the right to terminate this Agreement if the breaching party has not cured said breach within thirty (30) days after its receipt of a detailed notice from the non-breaching party specifying the alleged breach. Notwithstanding the foregoing, in the event the alleged breach is of a nature that is subject to cure but not within said thirty (30) day period, the breaching party shall have an additional period which is agreeable to both parties but is not less than ten (10) days in which it may, through the exercise of its reasonable best efforts, cure the alleged breach, failing which the non-breaching party shall have the right to terminate this Agreement upon thirty (30) days prior written notice. If the breach is not cured within the end of the thirty (30) day cure period or other extended cure period, or if a Dispute arises as to whether the breach was cured, the parties shall engage in Dispute Resolution as set forth above (unless otherwise mutually agreed). In such event, if Ticketmaster is in breach, any moneys paid in advance pursuant to the payment terms of this Agreement in respect of the applicable semi-annual period(s) will be returned on a pro-rata basis based on the date of the breach.
b. Without limiting the generality of the foregoing, subject to the dispute resolution procedure set forth herein, in addition to any rights hereunder, the non-breaching party shall be entitled to pursue any and all rights and remedies that it may have at law or in equity.
c. Without limiting the generality of the foregoing, in the event that during the Term of this Agreement, Ticketmaster has less than $600 million of aggregate gross annual worldwide Ticket sales from its Ticketing business) then Amex shall have the right to terminate this Agreement upon ninety (90) days prior written notice to Ticketmaster.
Certain Termination Events. During the continuance of any Early Amortization Event set forth in paragraphs (a) or (b) of Section 7.01 of the Pooling Agreement, until all Senior Obligations have been paid in full:
(a) the Company shall cease making any payments to the Seller under this Seller Note;
(b) the Trustee (on behalf of the Holders) may demand, xxx for, collect and receive every payment or distribution of any kind made in respect of the Seller Subordinated Debt and file claims and proofs of claim and take such other action (including enforcing any security interest or other lien securing payment of the Seller Subordinated Debt) as the Trustee (on behalf of the Holders) may deem necessary for the exercise or enforcement of any of the rights or interests of Holders; provided that in the event the Trustee takes such action, it shall apply all proceeds first to the payment of costs under this Seller Note, then to the payment of the Senior Obligations and any surplus proceeds remaining thereafter to be paid over to whosoever may be lawfully entitled thereto; and
(c) the Seller shall promptly take such action as the Trustee (on behalf of the Holders) may request (i) to file appropriate claims or proofs of claim in respect of the Seller Subordinated Debt; (ii) to execute and deliver to the Trustee (on behalf of the Holders) such powers of attorney, assignments, or other instruments as the Trustee may request in order to enable it to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Seller Subordinated Debt, and (iii) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Seller Subordinated Debt for account of the Trustee (on behalf of the Holders).
Certain Termination Events. The Enron Corp. Plan shall remain in effect and no effective date of termination shall have occurred prior to the Closing Date with respect to such Plan.
Certain Termination Events. The Agreement may be terminated by the mutual agreement of the Company and the Consultant. If Consultant is unable to continue to fully perform the services contemplated under this Agreement due to his illness, death, disability or other incapacity, the Company shall be entitled to cease making payments under this Agreement.
Certain Termination Events. (a) If Participant’s service with the Company ceases due to his or her Disability during the Performance Period, this Award will remain outstanding and vest (or be forfeited) based on actual performance through the end of the Performance Period, as if Participant had remained in service.
(b) If Participant’s service with the Company ceases due to his or her death during the Performance Period, 100% of the Target Units will vest as of the date of the Participant’s death in full satisfaction of Participant’s rights hereunder.
(c) If, both during the Performance Period and within 24 months following a Change in Control, Participant’s service ceases due to his or her termination without Cause or resignation with Good Reason, then, subject to Participant’s execution of a release of claims in a form prescribed by the Company and to such release becoming irrevocable within 60 days following such cessation of service, this Award will vest as of the time of Participant’s cessation of service with respect to a number of Units equal to the greater of 100% or the number determined in accordance with the table shown in Section 2(a), based on actual performance through the date of the Change in Control. However, if Participant fails to timely satisfy the release condition described above, the entirety of this Award will be forfeited as of the date of Participant’s cessation of service.
Certain Termination Events. Section 7.1 of the TAA is hereby amended to delete clauses (k) and (l) thereof in their entirety and to substitute the following new clauses therefor:
Certain Termination Events. In the event (i) Quarterdeck terminates Employee without Cause, (ii) the Company materially breaches this Agreement, or (iii) Employee is assigned duties by the Company which constitutes substantial diminution of his duties hereunder, and, in the case of clauses (ii) and (iii) hereof, Employee elects to terminate this Agreement and cease to
Certain Termination Events. (b) This Agreement shall terminate and shall be of no further force or effect on the date on which the last of the Noven Patents in force in the Territory shall (a) expire by its terms, or (b) be adjudicated invalid or unenforceable in the Territory by the judgment of a court of competent jurisdiction, which judgment shall not be subject to appeal; provided, that following any such termination, nothing in this Agreement shall limit the right of Shire Ireland to market and sell the Product.
