Material Failure. 9.1 Every material failure in the (timely) fulfilment of the Supplier’s obligations shall give Wavin the right to terminate the Agreement in accordance with clause 12.2.
Material Failure. (i) Subject to Section 11.2.4(a)(ii), Novartis will have the right to terminate this Agreement in its entirety if any of the following events occurs:
(A) In a patent application claiming priority to U.S. Patent Application Nos. 61/652,086, 61/716,256, 61/757,640, and/or 61/765,576, neither the Regents of the University of California at Berkeley (“Berkeley”) nor Xxxxxxxxxx Xxxxxxxxxxx (“Xxxxxxxxxxx”) files claims with the United States Patent & Trademark Office (“USPTO”) by June 30, 2015 sufficient under 37 C.F.R. 41.203(a) to allow the USPTO to initiate an interference with one or more of the claims of U.S. Patent No. 8,697,359 (the “ ‘359 Patent”) (the “Interference Trigger”);
(B) Neither the USPTO allows, nor the European Patent Office (nor any of the patent authorities or offices in France, Germany, Italy, Spain, or the United Kingdom) grants patent claims from a patent application claiming priority to U.S. Patent Application Nos. 61/652,086, 61/716,256, 61/757,640, and/or 61/765,576 (or their European counterpart) by December 31, 2017 (the “Grant Trigger”); or
(C) The owners, or any of the licensees, of the ‘359 Patent brings a suit against Novartis by or before December 31, 2017 claiming that activities specifically encompassed by the Research Plans infringe an independent claim of the ‘359 Patent (the “Litigation Trigger”); provided, however, that, Novartis will not have the right to exercise the Litigation Trigger if (i) the owners or any of the licensees of the ‘359 Patent, brings an infringement suit against Novartis under the ‘359 Patent solely for activities Novartis is performing independently or with other Third Parties outside of the Collaboration (e.g., developing CRISPR-related research tools) or (ii) the owners or any of the licensees of the ‘359 Patent bring an infringement suit against Novartis under CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. the ‘359 Patent as a counterclaim or in response to a judicial or patent agency proceeding or suit initiated by Intellia and/or Novartis against them.
(ii) If any of the events described in Section 11.2.4(a)(i) has occurred and Novartis desires to terminate this Agreement, Novartis will comply with t...
Material Failure. If Sprint materially fails to provide Products or Services, Customer may terminate the affected Products or Services without early termination liability if Customer provides Sprint with written notice of the failure and a reasonable opportunity to cure within 30 days from receipt of notice. If Sprint fails to cure, then Customer may terminate the affected Products or Services
Material Failure. End User may terminate a Product or Service upon Sprint’s receipt of End User’s written notice to terminate after the cure period if (1) Sprint materially fails to provide the Product or Service, (2) End User provides Sprint with written notice of the failure and a reasonable opportunity to cure within 30 days from receipt of notice, (3) Sprint fails to cure the material failure within the 30-day cure period, and (4) End User provides Sprint with written notice of Sprint’s failure to cure and End User’s election to terminate the affected Product or Service. Sprint’s material failure does not include a failure caused by End User or a failure identified in the “Force Majeure” section.
Material Failure. If CenturyLink materially fails to provide a Product or Service and CenturyLink fails to cure after Customer provides CenturyLink with written notice of the failure and a reasonable opportunity to cure within 30 days from receipt of notice, Customer may terminate the affected Products or Services without early termination liability 30 days after CenturyLink’s receipt of Customer’s written notice to terminate. CenturyLink’s material failure does not include a failure caused by circumstances outside CenturyLink’s sole control, a failure caused by a third party access provider, a Force Majeure Event, or Customer or Customer-provided software or equipment.
Material Failure. If (i) T-Mobile materially fails to provide a Product or Service (unless T-Mobile is exercising its rights under the Suspension or Termination for Cause section), (ii) Customer provides T-Mobile with written notice of the failure and a reasonable opportunity to cure within 30 days from receipt of notice, (iii) T-Mobile fails to cure the material failure within the 30-day cure period, and (iv) Customer provides T-Mobile with written notice of T-Mobile’s failure to cure and Customer’s election to terminate the affected Product or Service, then Customer may terminate such Product or Service without early termination liability. T-Mobile’s material failure does not include a failure caused by Customer or a Force Majeure Event. If T-Mobile disputes the basis for Customer’s termination, T-Mobile must invoke the negotiation process outlined in the Dispute Resolution section below.
Material Failure. If (i) Sprint materially fails to provide a Product or Service (unless Sprint is exercising its rights under the Suspension or Termination for Cause section), (ii) Customer provides Sprint with written notice of the failure and a reasonable opportunity to cure within 30 days from receipt of notice, (iii) Sprint fails to cure the material failure within the 30-day cure period, and (iv) Customer provides Sprint with written notice of Sprint’s failure to cure and Customer’s election to terminate the affected Product or Service, then Customer may terminate such Product or Service without early termination liability. Sprint’s material failure does not include a failure caused by Customer or a Force Majeure Event. If Sprint disputes the basis for Customer’s termination, Sprint must invoke the negotiation process outlined in the Dispute Resolution section below.
Material Failure. Licensee’s material failure to perform in accordance with Sections 4.1 or 4.2 may, subject to Section 2 of Exhibit C, constitute a material failure to which Section 15.3 applies.
Material Failure. Customer agrees to provide prompt written notice to Sprint of any material failure by Sprint to provide Products and Services as set forth in this Agreement. If Sprint fails to cure the material failure within a reasonable time, Customer may terminate the affected Products and Services on 30 days' written notice to Sprint. A material failure by Sprint will not include a failure caused by the local Web Side Story - Cover Agreement January 28, 1999 (1 of 2) SPRINT PROPRIETARY INFORMATION Agreement No. BSG9811-261 exchange carrier, Customer Premise Equipment, Customer or any other failure caused by circumstances outside the sole control of Sprint.
Material Failure. If Sprint materially fails to provide Services, Customer will provide prompt written notice to Sprint detailing the failure. If Sprint does not cure the failure within a reasonable time, which will be negotiated in good faith between Customer and Sprint, Customer may, with 30 days written notice, terminate this Agreement without incurring any termination liability. Sprint’s material failure does not include a failure caused by circumstances not within Sprint’s sole control, including, but not limited to, a failure caused by: (a) a local exchange carrier; (b) Customer premise equipment; or (c) Customer.
