Partial Early Termination. (a) Unless (i) an Event of Default under the Agreement as amended by this Confirmation has occurred in respect of Party B or (ii) Party A has designated an Early Termination Date, Party B may, at its option, terminate a portion (a “Partially Terminated Transaction”) of the Transaction (each, a “Partial Early Termination”) by written notice to Party A.
Partial Early Termination. For the purposes of this Part 5(e), capitalized terms used in this Part 5(e) and not otherwise defined in this Agreement shall have the meanings given thereto in the Credit Agreement:
Partial Early Termination. (a) The Surrender Premises (hereinafter defined) is removed from the Premises as of September 30, 2025 (the “Surrender Premises Termination Date”), and on or before the Surrender Premises Termination Date, Tenant will vacate and surrender possession of the Surrender Premises (as hereinafter defined) to Landlord in the condition required under the Lease, including without limitation as provided in Section 25 thereof; provided, however, that Tenant shall not be required to remove any (i) Cable (as defined in Section 9.01 of the Office Lease Agreement) installed by or for the benefit of Tenant, and (ii) Required Removables (as defined in Section 8 of the Office Lease Agreement), and (iii) Initial Alterations (including, without limitation, all of the items listed on Exhibit L of the Office Lease Agreement). Any failure by Tenant to so vacate the Surrender Premises (or any portion thereof) will be deemed a holding over. From and after the Surrender Premises Termination Date, the term “Premises” shall be amended to mean only the Remainder Premises.
Partial Early Termination. (i) Party B shall terminate a portion of the Interest Rate Protection Agreements (as defined in the Credit Agreements, including, without limitation, Transactions under this Agreement) (each, a “Partially Terminated Transaction”) in accordance with the terms hereof (each such partial termination, a “Partial Early Termination”) by written notice to Party A so that, after giving effect to such Partial Early Terminations, the aggregate Notional Amount of all of the then-existing Interest Rate Protection Agreements entered into pursuant to the Credit Agreements does not exceed the aggregate principal amount of the Term Loans (as defined in the Credit Agreements) outstanding at such time.
Partial Early Termination. 43 16.2 Effect of Any Early Termination 43 16.3 Costs of Transition Activities 44 16.4 Reasonable Royalty 44 16.5 Rights on Riptide Bankruptcy 45 16.6 Confidential Information 45 16.7 Survival; Accrued Rights 46 Article 17 Dispute Resolution 46 17.1 Disputes 46 17.2 Jurisdiction, Disputes and Arbitration 46 Article 18 Miscellaneous 48 18.1 Amendments 48 18.2 Assignment 49 18.3 Counterparts 49 18.4 Entire Agreement 49 18.5 Fees and Expenses 49 18.6 Force Majeure 49 18.7 Further Assurances 49 18.8 Governing Law 50 18.9 Independent Contractors 50 18.10 Notice 50 18.11 Performance by Affiliates 51 18.12 Severability 51 Riptide Aurinia Collaboration & License Agreement This Riptide Aurinia Collaboration & License Agreement (the “Agreement”) is entered into as of August 16, 2021 (the “Effective Date”), by Aurinia Pharmaceuticals Inc., an Alberta corporation having offices at #0000-0000 Xxxxxxx Xxxxxx, Xxxxxxxx, XX X0X 0X0 Xxxxxx (“Aurinia”) and Riptide Bioscience, Inc., a corporation duly organized and existing under the laws of Delaware, having offices at 000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000 XXX (“Riptide”). Both Aurinia and Riptide are referred to individually as a “Party” and collectively as the “Parties.”
Partial Early Termination. If this Agreement is terminated early pursuant to Sections 15.2 or 15.3 only with respect to a particular country, then the terms of this Article 16 shall apply only to the terminated country and such terminated country shall be excluded from the Territory.
Partial Early Termination. If this Agreement is terminated only with respect to a particular country, then the terms of this Section 14.6 shall apply only to the terminated country (the “Terminated Country”) and such Terminated Country shall be included in the Aurinia Territory.
Partial Early Termination. In the event that Party B pays prior to scheduled maturity (whether upon mandatory repayment, prepayment, acceleration or otherwise) a portion, but not all, of the Term Loans (as defined in the Credit Agreement), either Party shall have the right to partially terminate any Transaction under this Agreement (a “Partial Early Termination”) so that, after giving effect to such Partial Early Termination hereunder, the Notional Amount of all Transactions under this Agreement (together with the Notional Amount of all other Interest Rate Contracts to which Party B is a party) does not exceed the amount required under Section 7.12 of the Credit Agreement. In the event of any Partial Early Termination under this paragraph, Party B shall partially terminate all Interest Rate Contracts on a pro rata basis and otherwise in compliance with Section 7.12 of the Credit Agreement. A Partial Early Termination shall have the same effect as though a Termination Event has occurred hereunder with Party B as sole Affected Party, and with only such terminated portion of any Transaction being treated for this purpose as an Affected Transaction. For the avoidance of doubt, the obligations of each Party to make payments pursuant to this Agreement to the other party with respect to the terminated portion of any Transaction that would, but for such Partial Early Termination, occur after the date of such Partial Early Termination, will cease. Each of Party A and Party B hereby acknowledges and agrees that a Partial Early Termination shall not constitute a Termination Event under this Agreement with respect to the non-terminated portion of the relevant Transaction, and the occurrence of a Partial Early Termination shall have no effect on the non-terminated portion of the relevant Transaction, which shall continue in full force and effect without regard to any such Partial Early Termination.
Partial Early Termination. Notwithstanding anything to the contrary contained in this Seventh Amendment or otherwise in the Lease, Tenant shall have the option during the Extension Term to terminate the Lease (the “Partial Termination Right”) with respect to both the 6290 Building and the 6310 Building (collectively, the “Partial Early Termination Premises”) effective as of December 31, 2026 (the “Partial Early Termination Date”), so long as (a) Tenant delivers to Landlord a written notice (“Termination Notice”), of its election to exercise its Partial Termination Right on or before December 31, 2025, and (b) concurrent with Tenant’s delivery of a Termination Notice to Landlord, Tenant delivers a one-time termination payment to Landlord in the amount of $1,202,554.50 (the “Termination Payment”). The Partial Termination Right may only be exercised by Tenant with respect to the entire Partial Early Termination Premises. If Tenant timely and properly exercises the Partial Termination Right by delivery of a Termination Notice and the Termination Payment to Landlord, then Tenant shall vacate the Partial Early Termination Premises and deliver possession thereof to Landlord in the condition required by the terms of the Lease on or before the Partial Early Termination Date, and Tenant shall have no further obligations under the Lease with respect to the Partial Early Termination Premises after the Partial Early Termination Date for the Partial Early Termination Premises except for those obligations accruing prior to the Partial Early Termination Date and those which, pursuant to the terms of the Lease, survive the expiration or early termination of the Lease. Further, if Tenant timely and properly exercises the Partial Termination Right by delivery of a Termination Notice and the Termination Payment to Landlord, Tenant shall, if requested by Landlord, enter into an amendment to the Lease to reflect the early termination of the Lease with respect to the Partial Early Termination Premises including, without limitation, the reduction of Tenant’s parking rights in connection with the early termination of the Partial Early Termination Premises.
Partial Early Termination. So long as no Event of Default or event which, with the giving of notice, the passage of time, or both, would constitute an Event of Default, shall have occurred and be continuing, Lessee may terminate one or more Leases with respect to up to an aggregate of $3,000,000 of Equipment Cost at any time after the end of the 18th month of the Term if, in Lessee's reasonable judgment, the specific items of Equipment subject to such termination become obsolete or are no longer needed by Lessee. At the date of such early termination, Lessee shall pay to Lessor an amount equal to the then outstanding principal balance of such Lease (calculated as if the Lease were an amortizing loan) plus 2% of such outstanding balance.
