Effects of Certain Termination Sample Clauses

Effects of Certain Termination. If either WFSG or APL terminate this Agreement as provided in Section ‎9.1 above, such termination shall be without liability and none of the provisions of this Agreement shall remain effective or enforceable, except for those contained in Section ‎6.2(b), Section ‎6.5, ‎Article 8, this Section ‎9.2, ‎ Article 10 and Article 12. Notwithstanding and in addition to the foregoing, in the event that this Agreement is terminated pursuant to Section ‎9.1(c) or if any Party is otherwise in breach of this Agreement, (i) such breaching Party shall remain liable for its or their obligations under ‎Article 8 and/or ‎Article 10 and (ii) such termination shall not relieve such breaching Party of any liability for fraud or for a willful breach of any covenant or agreement under this Agreement or be deemed a waiver of any available remedy (including specific performance, if available) for any such breach.
Sample 1
AutoNDA by SimpleDocs
Effects of Certain Termination. 9.5.1 Effects of termination by SERVIER on the basis of article 9.2 or of article 9.3: 9.5.1.1 If SERVIER elects to terminate the Agreement with the consequences set forth in this Section 9.5.1.1, then SERVIER retains the right to pursue any and all remedies (including damages) that are available to SERVIER arising out of a breach of this Agreement by INTERCEPT (if applicable). 9.5.1.2 If SERVIER opts for the consequences set forth in this Section 9.5.1.2, then the following rights and obligations shall become operative at the effective date of termination: (a) Modification of licenses granted by INTERCEPT. The licenses granted to SERVIER under article 3.1. shall be revised such that SERVIER shall have an irrevocable, perpetual, fully paid-up, royalty-free exclusive license, which includes the right to sublicense, under INTERCEPT Technology to research, develop, make, have made, use, promote, market, sell, offer for sale, import, export and otherwise commercialize the Compounds and Products in the Field in and/or for the SERVIER Territory. Under such circumstances INTERCEPT shall transfer to SERVIER all Data, take any action and sign any document which SERVIER may reasonably request in order to ensure the effectiveness of the license. (b) INTERCEPT shall reimburse to SERVIER the Refundable Amount (or the equivalent for Japan) as set forth in Article 2.2.3 if such Refundable Amount is due, such reimbursement to be paid within 90 days from the determination that reimbursement to Servier is due hereunder.
Sample 1
Effects of Certain Termination. Upon any termination of this Agreement by either Party pursuant to Sections 16.2, 16.3, 16.4, or 16.5 the following will apply:
Sample 1
Effects of Certain Termination. In the event of termination of this Agreement by Arrowhead pursuant to Section 15.4 (Termination for Material Breach) or by Takeda pursuant to Section 15.2 (Termination for Convenience), then, in addition to those general effects set forth in Section 15.6.1 (Effects of Termination Generally), upon such termination the following terms of this Section 15.6.2 (Effects of Certain Termination) will apply: (a) Upon termination of this Agreement, at Arrowhead’s written request, Takeda shall: (i) grant to Arrowhead an exclusive, worldwide, royalty-bearing (to the extent provided in Section 15.6.2(b) below), sublicensable (through multiple tiers) license under all Program Know-How and Program Patent Rights existing as of the effective date of termination and Controlled by Takeda or its Affiliates that is necessary to Exploit any Product in the Terminated Countries (the “Takeda Reversion IP”) to Exploit such Product(s) in the Terminated Countries, and (A) Arrowhead will be deemed to be the prosecuting Party with respect to any such Program Patent Rights within the Takeda Reversion IP, and (B) Section 14.2 (Prosecution and Maintenance of Patent Rights), Section 14.3 (Third Party Infringement and Defense), and Section 14.4 (Patent Right Extensions) will apply mutatis mutandis to the prosecution, maintenance, enforcement, and defense of such Program Patent Rights as they apply to Arrowhead and solely for such purpose, each reference in each such Section (and any related definitions) to (1) Takeda will be deemed to be a reference of Arrowhead and (2) Arrowhead will be deemed to be a reference of Takeda; (ii) transfer to Arrowhead copies of all Program Know-How within the Takeda Reversion IP in Takeda’s or its Affiliates’ Control that is related to and necessary for the continued Exploitation of all such Product(s) in the Terminated Countries; (iii) to the extent permissible under applicable Law, assign to Arrowhead any Regulatory Approvals or Regulatory Submissions Controlled by Takeda with regard to all such Product(s) in the Terminated Countries as of the effective date of termination; (iv) if Arrowhead elects to complete any ongoing Clinical Trial in the Terminated Countries relating to such Product, Takeda will transfer such trials to Arrowhead to the extent possible and to the extent permissible under applicable Law and subject to the rights of any Third Party. After completion of transfer, all costs associated with the relevant Clinical Trial(s) shall be borne by ...
Sample 1

Related to Effects of Certain Termination

  • Definition of Certain Terms For purposes of this Agreement, (a) “business day” means any day on which the New York Stock Exchange, Inc. is open for trading and (b) “subsidiary” has the meaning set forth in Rule 405 of the Rules and Regulations.

  • Survival of Certain Terms The provisions of Sections 4.1 (a), ------------------------- 4.2 (a) (i), 4.2(b)(i), 4.3, 5.4, 5.5, 6, 7.1, 7.2, 7.3, 8, 9, and 10 will survive the expiration or termination of this Agreement for any reason. All other rights and obligations of the parties will cease upon expiration or termination of this Agreement.

  • Use of Certain Terms As used in this Agreement, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section, subsection, or other subdivision. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

  • Meaning of Certain Terms Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan. The following terms have the following meanings:

  • Definitions of Certain Terms The terms "interested person" and "affiliated person," when used in this Agreement, shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission.

  • Construction of certain terms In this Agreement:

  • Termination of Certain Rights The Company's obligations under ----------------------------- Section 3.1 will terminate upon the earliest of (i) the closing of the Company's initial public offering of Common Stock pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act, or (ii) the acquisition (by merger, consolidation or otherwise) of the Company where the surviving entity is subject to the reporting requirements of the Exchange Act.

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Allocation of Certain Taxes (a) The Equityholders and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b) hereof. (b) In the case of any Tax described in Section 8.01(a) that is based on income, sales, revenue, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined on the basis of an interim closing of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety of such Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-Closing Period and the denominator of which is the total number of days in such Tax period.

  • Exclusion of Certain Transactions In the event the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the members of the Board not otherwise interested in such transaction, including a majority of the Independent Directors.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!