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(c) Either party may terminate this Agreement with immediate effect if the Product is withdrawn from the market in the Territory for serious adverse health or safety reasons.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. (a) If either Endo or Noven should fail to discharge fully and promptly any of its material obligations under this Agreement and/or the Supply Agreement attached as Exhibit B, including, without limitation, obligations to make payments, and should such party failing to discharge any of its material obligations fail to cure such failure within thirty (30) days in the case of failure to make payments or with in sixty (60) days for other failures after notice in writing thereof by the other party, which period to cure may be extended for up to sixty (60) days, upon written request, if such additional time is reasonably necessary to effect such cure and provided that such party is using diligent effort to pursue such cure, this Agreement can thereupon be Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. terminated at the aggrieved party's option upon notice to that effect; provided, however, that such termination shall not come into effect unless and until the time period for the chief executive officers of the parties to negotiate a resolution of the dispute, pursuant to Section 14.02 has expired without the dispute having been resolved.
(b) Either party may terminate this Agreement with immediate effect in the event that any proceeding under a Bankruptcy Act or any insolvency, receivership or dissolution proceeding is filed against the other party and such proceeding is not dismissed within sixty (60) days after the filing thereof.
(c) Either party may terminate this Agreement with immediate effect with respect to any Licensed Product that is permanently and completely withdrawn from all markets in the Territory for serious adverse health or safety reasons.
(e) Either party may terminate this Agreement with immediate effect upon notice to the other party, if the other party or their Affiliates, makes, markets, sells, or distributes any transdermal product in the Territory that is a Competing Product.
(f) Following launch of the Licensed Product either party may terminate this Agreement upon ninety (90) days prior written notice to the other party if ***. In the event of such a termination, if the non-terminating party desires to continue commercializing the Licensed Product, the terminating party shall transfer to the non-terminating party sufficient rights under this Agreement to enable the non-terminating party to continue to use and sell Licensed Product under the Product ANDA and ...
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. 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 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. 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. This Agreement may be terminated by the Company as to any Purchaser:
(a) in the event that (i) the Company enters into, or provides written notice to the Purchasers that it expects to enter into, a MAERSK Financing Agreement, (ii) such Purchaser provides the Company with a Purchaser Written Confirmation and (iii) the Company does not (despite its reasonable efforts) obtain the MAERSK Consents; provided that any termination by the Company of this Agreement with respect to such Purchaser pursuant to this Section 8.8(a) shall not relieve the Company of its obligations pursuant to Section 3.2 with respect to such Purchaser; or
(b) in the event that (i) the Company enters into a MAERSK Financing Agreement and (ii) such Purchaser does not provide a Purchaser Written Confirmation to the Company within five (5) Business Days of the date such Purchaser receives the Company Notice. Except for the provisions of Sections 8.3 through and including 8.19, which shall survive any termination of this Agreement, and Section 3.2, which shall survive any termination of this Agreement pursuant to Section 8.8(a), in the event of the termination of this Agreement with respect to any Purchaser, this Agreement shall thereafter become void and have no effect with respect to such Purchaser and, only with respect to such Purchaser, the Company and Holdings (collectively, the “Terminated Parties”), and no Terminated Party shall have any liability to any other Terminated Party or its members, stockholders, managers or directors or officers in respect thereof.
Certain Termination Events. 23 Section 10.03. Optional Termination by Manufacturer.................... 24 Section 10.04. Obligations on Termination.............................. 24 Section 10.05.
Certain Termination Events. (a) If either Endo or Noven should fail to discharge fully and promptly any of its material obligations under this Agreement and/or the Supply Agreement attached as Exhibit B, EXECUTION COPY including, without limitation, obligations to make payments, and should such party failing to discharge any of its material obligations fail to cure such failure within thirty (30) days in the case of failure to make payments or with in sixty (60) days for other failures after notice in writing thereof by the other party, which period to cure may be extended for up to sixty (60) days, upon written request, if such additional time is reasonably necessary to effect such cure and provided that such party is using diligent effort to pursue such cure, this Agreement can thereupon be terminated at the aggrieved party's option upon notice to that effect; provided, however, that such termination shall not come into effect unless and until the time period for the chief executive officers of the parties to negotiate a resolution of the dispute, pursuant to Section 14.02 has expired without the dispute having been resolved.
(b) Either party may terminate this Agreement with immediate effect in the event that any proceeding under a Bankruptcy Act or any insolvency, receivership or dissolution proceeding is filed against the other party and such proceeding is not dismissed within sixty (60) days after the filing thereof.
Certain Termination Events. The Purchase Letter to which this Exhibit D is attached (except to the extent set forth in Section 10 thereof) will terminate automatically upon the occurrence of any termination event set forth below:
