Failure to Meet Due Diligence Obligation Sample Clauses

Failure to Meet Due Diligence Obligation. 8.2.1 If the diligence requirements set forth in Section 8.1 are not met by Licensee (or its Affiliates or Sublicensees) in the United States or in Japan, Licensee's rights hereunder shall terminate upon written notice by XT to Licensee and subject to Sections 8.3, 8.4 and 13.3 below.
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Failure to Meet Due Diligence Obligation. If the diligence requirements set forth in Section 5.1 are not met by GNE (or its Sublicensees), ABX shall have the right, at ABX's election (subject to the notice and cure provisions under Section 10.2, except to the extent that the Product [*] 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. License between ABX and XT is terminated by XT because the diligence requirements set forth in the Product License have not been met), either (a) to convert GNE's exclusive license to a non-exclusive royalty-bearing license to use the ABX Know-How and practice the ABX Patent Rights for the purposes set forth in this Agreement, or (b) to terminate the license rights granted to GNE hereunder.
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Failure to Meet Due Diligence Obligation. 5.2.1 If the diligence requirements set forth in Section 5.1 are not met by CGI (or its Affiliates or Sublicensees) in the United States or in Japan, CGI's rights hereunder shall terminate upon written notice by ABX to CGI and subject to Sections 5.3, 5.4 and 10.3 below.
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Failure to Meet Due Diligence Obligation. 9.2.1 If the diligence requirements set forth in Section 9.1 are not met by CGI (or its Affiliates or Sublicensees) in the United States or by JTI (or its Affiliates or Sublicensees) in Japan, such licensee's rights in the CGI Territory or the JTI Territory, as the case may be, will become co-exclusive with the other licensee in such territory and all rights to the Product in the Rest of the World will remain or become the exclusive rights of the other licensee, upon written notice by XT to such licensee and subject to Sections 9.3, 9,4 and 14.3 below.
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Failure to Meet Due Diligence Obligation. If the diligence requirements set forth in Section 5.1 are not met by GNE (or its Sublicensees), ABX shall have the right, at ABX's election (subject to the notice and cure provisions under Section 10.2, except to the extent that the XT Product License between ABX and XT is terminated by XT because the diligence requirements set forth in the XT Product License have not been met), either (a) to convert GNE's exclusive license to a non-exclusive royalty-bearing license to use the ABX Know-How and practice the ABX Patent Rights for the purposes set forth in this Agreement, or (b) to terminate the license rights granted to GNE hereunder.
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Failure to Meet Due Diligence Obligation. If the diligence requirements set forth in Section 5.1 and 5.2 are not met by AVI (or its Sublicensees), ABX shall have the right to terminate this Agreement pursuant to Section 9.2 below.
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Failure to Meet Due Diligence Obligation. If the diligence requirements set forth in Section 5.1 or 5.2 are not met by JTI (or its Affiliates or Sublicensees) in the United States or Japan, JTI's rights hereunder shall terminate upon written notice by ABX to JTI (the "Termination Notice") and subject to Sections 5.3.1, 5.3.2 and 5.3.3 below.
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Failure to Meet Due Diligence Obligation. If the diligence requirements set forth in Section 5.1 and 5.2 are not met by MBio (or its Sublicensees), ABX shall have the right to terminate this Agreement pursuant to Section 9.2 below; provided, however, with respect to a default under Section 5.1 or 5.2 above, the notice and cure period under Section 9.2 below shall be extended from thirty (30) to ninety (90) days.
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Related to Failure to Meet Due Diligence Obligation

  • Diligence Obligations NN shall use commercially --------------------- reasonable efforts to achieve each of the following diligence obligations, for at least one Zid Embodiment in the ZSS, no later than the applicable deadline. The standard diligence time periods that ZGI and NN intend to be included in a Pre-Negotiated License under SECTION 7.8 in the situation where a Xxx Xxxx, Zid Protein or a Soluble Embodiment is the Product are recited below. However, both ZGI and NN recognize that specific circumstances surrounding a particular Zid Embodiment may lead the parties to negotiate one or more different diligence time period(s) within a particular Pre-Negotiated License. Under the standard diligence time periods, NN must:

  • No Material Default; Payment Record No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage Loan has been originated within the past 12 months), and as of Cut-off Date, no Mortgage Loan is delinquent (beyond any applicable grace or cure period) in making required payments. To the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration; provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in this Exhibit C. No person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.

  • Notice of Default, Litigation and Material Adverse Effect Promptly, and in any event within three Business Days after any officer of the Borrower or any of its Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default, (ii) any litigation or governmental investigation or proceeding pending against the Borrower or any of its Subsidiaries (x) which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (y) with respect to any Document, or (iii) any other event, change or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Due Diligence Fees Borrower agrees to pay a due diligence fee equal to Six Thousand Five Hundred and No/100 United States Dollars (US$6,500.00), which shall be due and payable in full on the First Closing, or any remaining portion thereof shall be due and payable on the First Closing if a portion of such fee was paid upon the execution of any term sheet related to this Agreement.

  • No Material Defaults Neither the Company nor any of the Subsidiaries has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual Report on Form 10-K, indicating that it (i) has failed to pay any dividend or sinking fund installment on preferred stock or (ii) has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

  • Due Diligence Fee Company shall pay the Investor a non-refundable due diligence fee of Five Thousand Dollars ($5,000) upon submission of the due diligence documents to the Investor.

  • Material Contracts; Defaults Except for those agreements and other documents filed as exhibits to its SEC Documents, neither it nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) that is a "material contract" within the meaning of Item 601(b)(10) of the SEC's Regulation S-K or (ii) that materially restricts the conduct of business by it or any of its Subsidiaries. Neither it nor any of its Subsidiaries is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER The obligation of Seller to proceed with any Closing under this Agreement is subject to the fulfillment prior to or at the time of Closing of the following conditions with respect to Purchaser, any one or more of which may be waived in whole or in part by Seller:

  • Material Contract Defaults The Company is not, or has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Contract; and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a material default. For purposes of this Agreement, a “Material Contract” means any contract, agreement or commitment that is effective as of the Closing Date to which the Company is a party (i) with expected receipts or expenditures in excess of $50,000, (ii) requiring the Company to indemnify any person, (iii) granting exclusive rights to any party, (iv) evidencing indebtedness for borrowed or loaned money in excess of $50,000 or more, including guarantees of such indebtedness, or (v) which, if breached by the Company in such a manner would (A) permit any other party to cancel or terminate the same (with or without notice of passage of time) or (B) provide a basis for any other party to claim money damages (either individually or in the aggregate with all other such claims under that contract) from the Company or (C) give rise to a right of acceleration of any material obligation or loss of any material benefit under any such contract, agreement or commitment.

  • Due Diligence Materials The information heretofore furnished by the Seller to the Purchaser for purposes of or in connection with this Agreement or any transaction contemplated hereby does not, and all such information hereafter furnished by the Seller to the Purchaser will not (in each case taken together and on the date as of which such information is furnished), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading.

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