Permissive Termination. A Party (the “Terminating Party”) shall have the option to terminate this Agreement upon the occurrence of any one or more of the events listed in section 2.7(a) (an “Event of Default”) in relation to the other Party (the “Defaulting Party”). Where an Event of Default has occurred, the Terminating Party may give notice to the Defaulting Party, in accordance with section 7.7, setting out the details of the Event of Default. Subject to section 2.7(c), where such notice has been given, this Agreement shall terminate:
(i) in the case of the Event of Default referred to in section 2.7(a)(iii), on the date specified in the notice; or,
(ii) in the case of any other Event of Default, after 10 business days have elapsed from the giving of notice by the Terminating Party, unless the Defaulting Party has, within that time period, rectified the Event of Default and has given notice, in accordance with section 7.7, that the Event of Default has been rectified. If the Terminating Party does not accept the actions taken by the Defaulting Party to rectify the Event of Default, either Party may seek a conclusive determination of the issue in accordance with Article 6.
Permissive Termination. After the second anniversary of the Effective Date, Fuso may, at its sole discretion, terminate this Agreement at any time with ninety (90) days' prior notice.
Permissive Termination. Either Party shall have the option to terminate (the “Terminating Party”) if either Party materially defaults in the payment or performance of any material obligation provided for in this Agreement (“Event of Default”). Where an Event of Default has occurred, the Terminating Party may give notice, in accordance with section 7.5, setting out details of the Event of Default. The Agreement shall terminate after 10 Business Days have elapsed from the giving of notice by the Terminating Party, unless the other Party gives notice within that time period, in accordance with section 7.5, that the Event of Default has been rectified. If the Terminating Party does not accept the actions taken by the Defaulting Party to rectify the Event of Default, either Party may seek a conclusive determination of the issue in accordance with Article 6 of this Agreement.
Permissive Termination. IRM may terminate this Agreement upon thirty (30) days written notice to Xenogen for (i) failure of the Xenogen Monitoring Technology, as confirmed by at least one peer-reviewed publication by a disinterested party, (ii) a final judgment of invalidity of all Relevant Patent Claims (as defined below) under the Xenogen Monitoring Technology, (iii) a final adverse resolution of infringement of third party intellectual property rights, or (iv) an assignment by Xenogen to a major pharmaceutical company pursuant to Section 11.2 herein. A Relevant Patent Claim is a claim under the Xenogen Monitoring Technology that would be infringed by IRM or Permitted Users but for the License granted herein. IRM may also terminate this Agreement after two years, and annually thereafter, for any reason with 60 days written notice prior to the annual anniversary date of this Agreement.
Permissive Termination. Either Party may terminate this Agreement, with the acceptance of the other.
Permissive Termination. Licensee shall also have the right to permissively terminate this Agreement with respect to a particular Exclusive Target, or in its entirety, in its sole discretion, at any time by providing written notice to Arvinas, such termination to be effective sixty (60) days after such notice. Upon any termination made pursuant to or in accordance with this Section 13.4, such Target shall no longer be designated as an “Exclusive Target”, and all rights and obligations of the Parties under this Agreement with respect to such Target shall terminate, except as provided under Sections 2.6 and 13.5, as applicable.
Permissive Termination. Warner may elect upon six (6) months prior written notice to (i) terminate its participation in or not to participate in the Pre-Clinical Activities or Development of any Development Candidate (or corresponding Collaboration Product), or (ii) terminate such activities with respect to all Development Candidates (and corresponding Collaboration Products) for a particular clinical indication.
Permissive Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after approval of the matters presented in connection with the Merger by the shareholders of Greater Community:
(a) by mutual consent of Greater Community and Valley;
(b) by either Valley or Greater Community upon written notice to the other party (i) 60 days after the date on which any request or application for a required regulatory approval shall have been denied or withdrawn at the request or recommendation of the Governmental Entity which must grant such approval, unless within the 60-day period following such denial or withdrawal a petition for rehearing or an amended application has been filed with the applicable Governmental Entity, provided, however, that no party shall have the right to terminate this Agreement pursuant to this Section 7.1(b)(i) if such denial or request or recommendation for withdrawal shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of such party set forth herein or (ii) if any Governmental Entity of competent jurisdiction shall have issued a final nonappealable order enjoining (other than on a temporary basis) or otherwise prohibiting the Merger;
(c) by either Valley or Greater Community, if the Merger shall not have been consummated on or before the Cutoff Date unless the failure of the Closing to occur by such date shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of such party set forth herein;
(d) by either Valley or Greater Community if the approval of the shareholders of Greater Community required for the consummation of the Merger shall not have been obtained by reason of the failure to obtain the required vote at a duly held meeting of such shareholders or at any adjournment or postponement thereof;
(e) by either Valley or Greater Community (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein), if there shall have been a breach of any of the representations or warranties set forth in this Agreement on the part of the other party, which breach is not cured within 20 days following written notice to the party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing, and which breach of a representation or warranty, would, individually or in the aggre...
Permissive Termination. LICENSEE may terminate this Agreement at any time by providing ICOS notice in writing at least thirty (30) days prior to the effective date of termination.
Permissive Termination. During the Collaboration Period, Allelix shall have the right to terminate this Agreement with six (6) months written notice. Upon such notice, Aurora's obligations to provide screen development and screening services will be fulfilled, and all Screen Development Plans and Screening Programs in progress shall terminate.
