For Certain Material Breaches Sample Clauses

For Certain Material Breaches. In addition to the rights and duties set forth in Sections 13.4 and 13.5 below, Dyax and Genzyme shall have the following rights and duties upon termination of this Agreement pursuant to Section 13.2.1(ii) above: (a) the non-breaching Party shall obtain from the breaching Party the worldwide, exclusive, irrevocable right and license, with the right to grant sublicenses, under the breaching Party's Patent Rights, Technology, rights in Joint Technology and Joint Patent Rights, and Manufacturing Know-How to develop, make, have made, use, offer for sale, sell, have sold, import and export Collaboration Products in the Field and in the Territory, and the breaching Party shall execute such documents and take all action as may be necessary or desirable to effect the foregoing; PROVIDED that such license shall be for the same level of exclusivity as the rights that had been or would be granted with respect thereto under Section 3.1 hereof; and PROVIDED, FURTHER, that any license granted hereunder shall be subject to the obligation of the non-breaching Party to use commercially reasonable and diligent efforts to develop and market Collaboration Products pursuant to such license; (b) if applicable, the breaching Party shall assign and transfer all of its interest in Kallikrein LLC to the non-breaching Party, and the non-breaching Party may dissolve Kallikrein LLC in its sole discretion; provided that in the event that Dyax is the breaching party, it shall also cause Subsidiary to assign and transfer all of its interest in Kallikrein LLC to Genzyme. (c) (i) any licenses granted pursuant to Article 3 shall be revoked, (ii) if Kallikrein LLC does not yet exist or is dissolved, any applicable Regulatory Approvals (other than any Regulatory Approvals filed in the name of an entity other than Kallikrein LLC or the non-breaching Party pursuant to Section 5.3 hereof), pre-clinical and clinical data owned or licensed by Kallikrein LLC or the breaching Party and any trademarks owned or licensed by Kallikrein LLC (other than any trademarks registered in the name of an entity other than Kallikrein LLC or the non-breaching Party pursuant to Section 9.1.2 hereof) shall be assigned or licensed to the non-breaching Party and (iii) any Regulatory Approvals filed and any trademarks registered in the name of an entity other than Kallikrein LLC or the non-breaching Party shall be (A) exclusively licensed to Kallikrein LLC, the non-breaching Party or any Third Party or Affiliate designa...
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For Certain Material Breaches. If (a) either Aptein or Genzyme fails to use commercially reasonable and diligent efforts to perform any material duty imposed upon such Party under this Agreement or a Development Plan or a Commercialization Plan (other than those duties relating solely to the License Rights), (b) either Genzyme or Aptein fails to make three (3) or more payments in accordance with Section 4.2 hereof, or (c) Genzyme fails to make a payment in accordance with Section 4.4, and in each case such failure to perform is not cured within sixty (60) days of written notice thereof from the non-breaching Party, the non-breaching Party may elect, in its sole discretion, to (i) enforce the terms of this Agreement and seek any and all remedies available to it at law and in equity, or (ii) terminate the Program on written notice to the other Party with the consequences set forth in Section 13.3.1 below. Save in the case of a breach involving a failure to make three (3) or more payments in accordance with Section 4.2 hereof or a breach by Genzyme by failing to make a payment in accordance with Section 4.4, such 60-day period shall be extended to one hundred twenty (120) days if the breaching Party has engaged in good faith efforts to remedy such default within such 60-day period and indicated in writing to the non-breaching Party prior to the expiration of such 60-day period that it believes that it will be able to remedy the default within such 120-day period, but such extension shall apply only so long as the breaching Party is engaging in good faith efforts to remedy such default. It is understood and agreed that the failure of a Permitted Subcontractor to perform its obligations on behalf of a Party shall not excuse the subcontracting Party from any obligation to the other Party hereunder (except under the conditions described in Section 15.1 below), and that either Party may exercise its rights under clause (a) above upon the failure of the other Party’s Permitted Subcontractor to use commercially reasonable and diligent efforts to perform any material duty subcontracted to such Permitted Subcontractor.
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For Certain Material Breaches. If: (i) either GelTex or Sankyo fails to use commercially reasonable and diligent efforts to perform any material duty imposed upon such Party, or materially breaches any representation or warranty made by such Party under this Agreement; or (ii) Sankyo fails to use commercially reasonable efforts to commercialize Product in the Territory, and in any case, such failure to perform is not cured within ninety (90) days of written notice thereof from the non-breaching Party, the non-breaching Party may elect, in its sole discretion, to: (i) enforce the terms of this Agreement and seek any and all remedies available to it at law and in equity; and/or (ii) terminate this Agreement with the consequences set forth in Section 13.3 below. Such 90-day period shall be extended to one hundred eighty (180) days if the breaching Party has engaged in good faith efforts to remedy such default within such 90-day period that it believes that it will be able to remedy the default within such 180-day period, but such extension shall apply only so long as the breaching Party is engaging in good faith efforts to remedy such default.
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For Certain Material Breaches. If either Dyax or Genzyme (a) fails to use commercially reasonable and diligent efforts to perform any material duty imposed upon such Party under this Agreement or a Development Plan or Commercialization Plan or (b) following the formation of Kallikrein LLC, fails to make two (2) or more capital contributions in accordance with Article 4 hereof, and such failure to perform is not cured within ninety (90) days of written notice thereof from the non-breaching Party, the non-breaching Party may elect, in its sole discretion, to (i) in the case of clause (b) above, waive the terms of Article 4 hereof with respect to any one or more required capital contributions and cause the respective Percentage Interests and future funding responsibilities of the Parties to be adjusted in accordance with Section 4.3.1 hereof or (ii) terminate this Agreement with the consequences set forth in Section 13.3.1 below. Such 90-day period shall be extended to one hundred eighty (180) days if the breaching Party has engaged in good faith efforts to remedy such default within such 90-day period and indicated in writing to the non-breaching Party prior to the expiration of such 90-day period that it believes that it will be able to remedy the default within such 180-day period, but such extension shall apply only so long as the breaching Party is engaging in good faith efforts to remedy such default.
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For Certain Material Breaches. If either BioMarin or Genzyme fails to use commercially reasonable and diligent efforts to perform any material duty imposed upon such Party under this Agreement and such failure to perform is not cured within ninety (90) days of written notice thereof from the non-breaching Party, the non-breaching Party may elect, in its sole discretion, to terminate this Agreement with the consequences set forth in Section 12.3.1 below. Such 90-day period shall be extended to one hundred eighty (180) days if the breaching Party has engaged in good faith efforts to remedy such default within such 90-day period and indicated in writing to the non-breaching Party prior to the expiration of such 90-day period that it believes that it will be able to remedy the default within such 180-day period, but such extension shall apply only so long as the breaching Party is engaging in good faith efforts to remedy such default.
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For Certain Material Breaches. If either BioMarin or ----------------------------- Genzyme (a) fails to use commercially reasonable and diligent efforts to perform any material duty imposed upon such Party under this Agreement or a Development Plan or Commercialization Plan or (b) fails to make two (2) or more capital contributions in accordance with Section 4.2 hereof, and such failure to perform is not cured within ninety (90) days of written notice thereof from the non- breaching Party, the non-breaching Party may elect, in its sole discretion, to (i) in the case of clause (b) above, waive the terms of Article 4 hereof with respect to any one or more required capital contributions and cause the respective Percentage Interests and future funding responsibilities of the Parties to be adjusted in accordance with Section 4.1 of the Operating Agreement or (ii) terminate this Agreement with the consequences set forth in Section 13.3.1 below. Such 90-day period shall be extended to one hundred eighty (180) days if the breaching Party has engaged in good faith efforts to remedy such default within such 90-day period and indicated in writing to the non-breaching Party prior to the expiration of such 90-day period that it believes that it will be able to remedy the default within such 180-day period, but such extension shall apply only so long as the breaching Party is engaging in good faith efforts to remedy such default.
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For Certain Material Breaches. If the Pursuing Party fails to perform any material duty imposed upon such Pursuing Party under this Appendix A or the surviving provisions of the Collaboration Agreement under Section 9.1.5, and such failure to perform is not cured within thirty (30) days of written notice thereof from the non-breaching Party, or, in the case of a failure to make a payment, within fifteen (15) Business Days, the non-breaching Party may elect, in its sole discretion, to terminate the license under Section 4.5 to all applicable Unilateral Products with the consequences set forth in Section 16.3(a) below, and, in either case, seek any and all remedies available to it at law and in equity. Except in the case of a failure to make a payment, such thirty (30) day period shall be extended to ninety (90) days if the breaching Party has engaged in good faith efforts to remedy such default within such thirty (30) day period and indicated in writing to the non-breaching Party prior to the expiration of such thirty (30) day period that it believes that it will be able to remedy the default within such ninety (90) day period, but such extension shall apply only so long as the breaching Party is engaging in good faith efforts to remedy such default.
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For Certain Material Breaches. If either BioMarin or Genzyme fails to use commercially reasonable and diligent efforts to perform any material duty imposed upon such Party under this Agreement and such failure to perform is not cured within ninety (90) days of written notice thereof from the non-breaching Party, the non-breaching Party may elect, in its sole discretion, to terminate this Agreement with the consequences set forth in Section 12.3.1 [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
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For Certain Material Breaches. If either Dyax or Genzyme (a) fails to use commercially reasonable and diligent efforts to perform any material duty imposed upon such Party under this Agreement or a Development Plan or Commercialization Plan or (b) following the formation of Kallikrein LLC, fails to make ************* or more capital contributions in accordance with Article 4 hereof, and such failure to perform is not cured within *************of written notice thereof from the non-breaching Party, the non-breaching Party may elect, in its sole discretion, to (i) in the case of clause (b) above, waive the terms of Article 4 hereof with respect to any one or more required capital contributions and cause the respective Percentage Interests and future funding responsibilities of the Parties to be adjusted in accordance with Section 4.2.1 hereof or (ii) terminate this Agreement with the consequences set forth in Section 13.3.1 below. *************. Confidential material omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions.
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Related to For Certain Material Breaches

  • Termination for Material Breach Either Party (the “Terminating Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 10.3 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

  • Material Breach A material breach for purposes of this Agreement shall include, but not be limited to: (a) Failure to timely furnish the documents described in Section 6 or the information requested by GO-Biz or the FTB relating to Taxpayer’s compliance with this Agreement. (b) Material misstatements in any information provided to GO-Biz as part of the application process and/or after this Agreement is signed. (c) Failure to materially satisfy applicable Milestones as set forth in Exhibit A, materiality of which shall be determined by GO-Biz, by the end of the last taxable year identified in Exhibit A. (d) Failure to maintain one or more Milestones for a minimum of three (3) subsequent taxable years after achieving the Milestone(s).

  • Termination on Material Default 30.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Months; (f) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) Clause 16.1.4(c)(ii) (Variation Procedure); (ii) Clause 24.2.10 (Confidentiality); (iii) Clause 37.6.2 (Prevention of Fraud and Xxxxxxx); (iv) Clause 33.1.2 (Compliance) (v) Clause 38.3 (Conflicts of Interest); (vi) paragraph 6.2 of Framework Schedule 9 (Management Information); and/or (vii) anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) the Supplier commits a Default of any of the following Clauses or Framework Schedules: (i) Clause 6 (Representations and Warranties); (ii) Clause 9 (Framework Agreement Performance); (iii) Clause 15 (Records, Audit Access and Open Book Data); (iv) Clause 17 (Management Charge); (v) Clause 18 (Promoting Tax Compliance); (vi) Clause 22 (Supply Chain Rights and Protection); (vii) Clause 24.1 (Provision of Management Information); (viii) Clause 24.4 (Freedom of Information); (ix) Clause 24.5 (Protection of Personal Data); (x) paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (h) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (i) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such Default to the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

  • Data Breaches 4.1 The Data Processor does not guarantee that its security measures will be effective under all conditions. If the Data Processor discovers a data breach within the meaning of Article

  • TERMINATION BY MPS - BREACH BY CONTRACTOR If Contractor fails to fulfill its obligations under this Contract in a timely or proper manner, or violates any of its provisions, MPS shall thereupon have the right to terminate it by giving five (5) days written notice before the effective date of termination of the Contract, specifying the alleged violations, and effective date of termination. The Contract shall not be terminated if, upon receipt of the notice, Contractor promptly cures the alleged violation with five (5) days. In the event of termination, MPS will only be liable for services rendered through the date of termination and not for the uncompleted portion, or for any materials or services purchased or paid for by Contractor for use in completing the Contract.

  • Data Breach In the event of an unauthorized release, disclosure or acquisition of Student Data that compromises the security, confidentiality or integrity of the Student Data maintained by the Provider the Provider shall provide notification to LEA within seventy-two (72) hours of confirmation of the incident, unless notification within this time limit would disrupt investigation of the incident by law enforcement. In such an event, notification shall be made within a reasonable time after the incident. Provider shall follow the following process: (1) The security breach notification described above shall include, at a minimum, the following information to the extent known by the Provider and as it becomes available: i. The name and contact information of the reporting LEA subject to this section. ii. A list of the types of personal information that were or are reasonably believed to have been the subject of a breach. iii. If the information is possible to determine at the time the notice is provided, then either (1) the date of the breach, (2) the estimated date of the breach, or (3) the date range within which the breach occurred. The notification shall also include the date of the notice. iv. Whether the notification was delayed as a result of a law enforcement investigation, if that information is possible to determine at the time the notice is provided; and v. A general description of the breach incident, if that information is possible to determine at the time the notice is provided. (2) Provider agrees to adhere to all federal and state requirements with respect to a data breach related to the Student Data, including, when appropriate or required, the required responsibilities and procedures for notification and mitigation of any such data breach. (3) Provider further acknowledges and agrees to have a written incident response plan that reflects best practices and is consistent with industry standards and federal and state law for responding to a data breach, breach of security, privacy incident or unauthorized acquisition or use of Student Data or any portion thereof, including personally identifiable information and agrees to provide XXX, upon request, with a summary of said written incident response plan. (4) LEA shall provide notice and facts surrounding the breach to the affected students, parents or guardians. (5) In the event of a breach originating from XXX’s use of the Service, Provider shall cooperate with XXX to the extent necessary to expeditiously secure Student Data.

  • Material Breach or Early Termination Section 9.1. EVENTS CONSTITUTING MATERIAL BREACH OF AGREEMENT. Applicant shall be in Material Breach of this Agreement if it commits one or more of the following acts or omissions: A. The Application, any Application Supplement, or any Application Amendment on which this Agreement is approved is determined to be inaccurate as to an material representation, information, or fact or is not complete as to any material fact or representation or such application; B. Applicant failed to have complete Qualified Investment as required by Section 2.5 of this Agreement; C. Applicant failed to create the number of Qualifying Jobs specified in Schedule C of the Application; D. Applicant failed to pay the average weekly wage of all jobs in the county in which District’s administrative office is located for all Non-Qualifying Jobs created by Applicant; E. Applicant failed to provide payments to District sufficient to protect the future District revenues through payment of revenue offsets and other mechanisms as more fully described in Article IV of this Agreement; F. Applicant failed to provide payments to the District that protect District from the payment of extraordinary education related expenses related to the project, as more fully specified in Article V of this Agreement; G. Applicant failed to provide such supplemental payments as more fully specified in Article VI of this Agreement; H. Applicant failed to create and Maintain Viable Presence on and/or with the qualified property as more fully specified in Article VIII of this Agreement; I. Applicant failed to submit the reports required to be submitted by Section 8.2 to the satisfaction of Comptroller on the dates indicated on the form; J. Applicant failed to provide the District or Comptroller with all information reasonably necessary for District or Comptroller determine whether Applicant is in compliance with its obligations, including, but not limited to, any employment obligations which may arise under this Agreement; K. Applicant failed to allow authorized employees of District, Comptroller, the Appraisal District, and/or the State Auditor’s Office to have access to Applicant’s Qualified Property and/or business records in order to inspect the project to determine compliance with the terms hereof or as necessary to properly appraise the Taxable Value of Applicant’s Qualified Property; L. Applicant failed to comply with a request by the State Auditor’s office to review and audit the Applicant’s compliance with the Agreement; M. Applicant has made any payments to the District or to any other person or persons in any form for the payment or transfer of money or any other thing of value in recognition of, anticipation of, or consideration for this Agreement for limitation on appraised value made pursuant to Chapter 313of the TEXAS TAX CODE, in excess of the amounts set forth in Articles IV, V and VI, of this Agreement; or N. Applicant fails either to: i. Implement a plan to remedy non-compliance as required by Comptroller pursuant to 34 TAC Section 9.1059; or ii. Pay a penalty assessed by Comptroller pursuant to 34 TAC Section 9.1059.

  • BREACH; TERMINATION Customer/Project Sponsor may terminate this Agreement at any time in its sole discretion by providing notice to the Company not less than one hundred and eighty (180) days before such termination. In the event of breach of any material terms or conditions of this Agreement, if the breach has not been remedied within 30 days following receipt of written notice thereof from the other Party (provided that, if the breaching Party has commenced and is diligently pursuing efforts to cure such breach, then such 30-day period shall be extended until the earlier of (i) 30 additional days or (ii) end of diligent efforts to cure the breach), then the non-breaching party may terminate this Agreement by written notice at any time until cure of such breach occurs. In the event of any proceedings by or against either Party in bankruptcy, insolvency or for appointment of any receiver or trustee or any general assignment for the benefit of creditors (excluding, for the avoidance of doubt, an assignment in accordance with Article XI or other collateral assignment to obtain project financing), the other Party may terminate this Agreement. If the Customer/Project Sponsor increases the capability or the capacity of the Facility to exceed 4.999 MW, this Agreement shall immediately terminate. The Company shall not be liable to the Customer/Project Sponsor for damages resulting from a termination pursuant to this paragraph. If the Customer/Project Sponsor's generating equipment produces zero (0) kilowatt- hours during any period of twelve (12) consecutive Billing Periods after the Commercial Operation Date [Effective Date for existing resources] for a reason other than a force majeure event, the Company may terminate this Agreement.

  • EVENTS CONSTITUTING MATERIAL BREACH OF AGREEMENT The Applicant shall be in Material Breach of this Agreement if it commits one or more of the following acts or omissions (each a “Material Breach”): A. The Application, any Application Supplement, or any Application Amendment on which this Agreement is approved is determined to be inaccurate as to any material representation, information, or fact or is not complete as to any material fact or representation or such application; B. The Applicant failed to complete Qualified Investment as required by Section 2.5.A. of this Agreement during the Qualifying Time Period; C. The Applicant failed to create and maintain the number of New Qualifying Jobs required by the Act; D. The Applicant failed to create and maintain the number of New Qualifying Jobs specified in Schedule C of the Application; E. The Applicant failed to pay at least the average weekly wage of all jobs in the county in which the jobs are located for all New Non-Qualifying Jobs created by the Applicant; F. The Applicant failed to provide payments to the District sufficient to protect future District revenues through payment of revenue offsets and other mechanisms as more fully described in Article IV of this Agreement; G. The Applicant failed to provide the payments to the District that protect the District from the payment of extraordinary education-related expenses related to the project to the extent and in the amounts that the Applicant agreed to provide such payments in Article V of this Agreement; H. The Applicant failed to provide the Supplemental Payments to the extent and in the amounts that the Applicant agreed to provide such Supplemental Payments in Article VI of this Agreement; I. The Applicant failed to create and Maintain Viable Presence on or with the Qualified Property as more fully specified in Article VIII of this Agreement; J. The Applicant failed to submit the reports required to be submitted by Section 8.2 to the satisfaction of the Comptroller; K. The Applicant failed to provide the District or the Comptroller with all information reasonably necessary for the District or the Comptroller to determine whether the Applicant is in compliance with its obligations, including, but not limited to, any employment obligations which may arise under this Agreement; L. The Applicant failed to allow authorized employees of the District, the Comptroller, the Appraisal District, or the State Auditor’s Office to have access to the Applicant’s Qualified Property or business records in order to inspect the project to determine compliance with the terms hereof or as necessary to properly appraise the Taxable Value of the Applicant’s Qualified Property under Sections 8.5 and 8.6; M. The Applicant failed to comply with a request by the State Auditor’s office to review and audit the Applicant’s compliance with this Agreement; N. The Applicant has made any payments to the District or to any other person or persons in any form for the payment or transfer of money or any other thing of value in recognition of, anticipation of, or consideration for this Agreement for limitation on Appraised Value made pursuant to Chapter 313 of the TEXAS TAX CODE, in excess of the amounts set forth in Articles IV, V and VI of this Agreement; O. The Applicant failed to comply with the conditions included in the certificate for limitation issued by the Comptroller.

  • Independence from Material Breach Determination Except as set forth in Section X.D.1.c, these provisions for payment of Stipulated Penalties shall not affect or otherwise set a standard for OIG’s decision that Xxxxx has materially breached this IA, which decision shall be made at OIG’s discretion and shall be governed by the provisions in Section X.D, below.

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