Novartis: Special Consequences of Certain Terminations Sample Clauses

Novartis: Special Consequences of Certain Terminations. If Novartis terminates this Agreement under Section 11.2.2(a), Section 11.2.3(a) or Section 11.2.5, all of the provisions of Section 11.3.1 will apply, except that Novartis, its Affiliates, and Sublicensees will have the right to sell any remaining inventory of Product and Novartis will pay Akcea royalties in accordance with Section 7.8 on the Net Sales of such inventory of such Products to the extent not already paid (unless Akcea elects to have Novartis continue to sell the applicable Terminated Product as part of the Transition Services under Section 11.3.4 (in which case Akcea will own all revenue derived from the Product after the termination date)).
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Novartis: Special Consequences of Certain Terminations. If Novartis terminates this Agreement under Section 11.2.2(a) (Novartis’ Right to Terminate), Section 11.2.3(a) (Remedies for Failure to Use Commercially Reasonable Efforts) or Section 11.2.5 (Termination for Insolvency), all of the provisions of Section 11.5.1 (Consequence of Termination of this Agreement) will apply, except that Novartis, its Affiliates, and Sublicensees will have the right to sell any remaining inventory of Terminated Product and Novartis will pay Ionis royalties in accordance with Section 7.7 (Royalty Payments) on the Net Sales of such inventory of such Terminated Products to the extent not already paid.
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Related to Novartis: Special Consequences of Certain Terminations

  • Effect of Certain Terminations In the event of termination of this Agreement pursuant to Article VII, written notice thereof shall be given to the other party or parties, specifying the provision of this Agreement pursuant to which such termination is made, and this Agreement, except for the provisions of Section 5.4, Section 5.5, Article VII and Article VIII, shall forthwith become null and void and there shall be no liability on the part of any party to this Agreement and all rights and obligations of the parties hereto under this Agreement shall terminate, except for the provisions of Section 5.4, Section 5.5, Article VII and Article VIII shall survive such termination; except that nothing herein shall relieve any party hereto from any liability for any intentional or willful and material breach by such party of any of its representations, warranties, covenants or agreements set forth in this Agreement and all rights and remedies of a non-breaching party under this Agreement in the case of such intentional or willful and material breach, at law or in equity, shall be preserved.

  • Company May Consolidate, Etc., Only on Certain Terms The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless:

  • DISAPPLICATION OF CERTAIN TERMINATION EVENTS The "Tax Event"

  • Certain Terminations The termination of any Proceeding or of any claim, issue, or matter therein by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

  • Company May Consolidate, Etc. on Certain Terms Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person, unless:

  • MERGER ON TERMINATION The voluntary or other surrender of this Lease by Tenant, or a mutual termination of this Lease, shall terminate any or all existing subleases unless Landlord, at its option, elects in writing to treat the surrender or termination as an assignment to it of any or all subleases affecting the Premises.

  • Issuing Entity May Consolidate, etc., Only on Certain Terms (a) The Issuing Entity shall not consolidate or merge with or into any other Person, unless:

  • Company May Consolidate, Etc Nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company or its successor or successors); provided, however, the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction) or any such sale, conveyance, transfer or other disposition (other than a sale, conveyance, transfer or other disposition to a Subsidiary of the Company), the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property.

  • Termination of Obligations to Effect Closing; Effects (a) The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows:

  • Successor Trustee by Consolidation, Merger, etc If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust assets to, another entity, subject to Section 7.10, the successor entity without any further act shall be the successor Trustee; provided such entity shall be otherwise qualified and eligible under this Article Seven.

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