Prior to Effective Date. Company may, by written notice delivered prior to the Effective Date, declare the Agreement null and void if any one or more of the following conditions applies: Seller implements a material change to the Facility without following the requirements of Section 5(f) of Attachment A (Description of Generation, Conversion and Storage Facility). Seller is in material breach of any of its representations, warranties and covenants under the Agreement, including, but not limited to, (i) the provisions of Section 22.2(c) and Section 22.2(d) requiring Seller to have all Land Rights and Governmental Approvals as provided therein; and (ii) the provisions of Section 3(b)(ii) (Company-Owned Interconnection Facilities Prepayment) of Attachment G (Company‑Owned Interconnection Facilities) requiring the payment by Seller to Company of the amounts specified within the time periods provided therein. Seller, subsequent to making the payment to Company required under Section 3(b)(ii) (Company-Owned Interconnection Facilities Prepayment) of Attachment G (Company‑Owned Interconnection Facilities), or subsequent to making the payment to Company to pay for the IRS, requests in writing that Company stop or otherwise delay the performance of the work for which Company received such payment. Any of the IRS Letter Agreements are terminated pursuant to the terms thereof prior to the completion of the Interconnection Requirements Study.
Prior to Effective Date. Company may, by written notice delivered prior to the Effective Date, declare the Agreement null and void if any one or more of the following conditions applies: Company reasonably determines that the description of the Facility in the Agreement and the IRS no longer represents the Facility Seller is capable of constructing because of changes in the type of, performance specifications of, or availability of equipment. Seller is in breach of any of its representations, warranties and covenants under the Agreement, including, but not limited to, (i) the provisions of Section 22.2(c) requiring Seller to have obtained by the Execution Date all Land Rights necessary for the construction, ownership, operation and maintenance of the Facility for the Initial Term and (ii) the provisions of Section 3(b)(ii) (Company-Owned Interconnection Facilities Prepayment) of Attachment G (Company‑Owned Interconnection Facilities) requiring the payment by Seller to Company of the amount specified in said Section 3(b)(ii) within the time period provided in said Section 3(b)(ii). Seller, subsequent to making the payment to Company required under Section 3(b)(ii) (Company-Owned Interconnection Facilities Prepayment) of Attachment G (Company‑Owned Interconnection Facilities), requests in writing that Company stop or otherwise delay the performance of the work for which Company received such payment. Seller has notified Company in writing that it desires to modify (i) the Agreement and/or (ii) the Facility as described in the Agreement and the IRS. Seller fails to cause the Facility Lender to make available to Company an IE Energy Assessment report with an NEP IE Estimate that is consistent with the requirements of this Agreement, as more fully provided in Section 1(c) (NEP IE Estimate and Company-Designated NEP Estimate) of Attachment U (Calculation and Adjustment of Net Energy Potential) to this Agreement.
Prior to Effective Date. At any time prior to the Effective Date, the Executive's employment may be terminated for any reason, with or without cause, by the Company or by the Executive by delivery of a Notice of Termination (as defined below) to the other party hereto given in accordance with Section 11(b) of this Agreement.
Prior to Effective Date. For the avoidance of doubt, Entasis shall be responsible for any and all payments due to Third Parties under agreements entered into prior to the Effective Date, including [*], in connection with the grant of any rights to any intellectual property included in the Licensed Technology to Zai.
Prior to Effective Date. Company may, by written notice delivered prior to the Effective Date, declare the Agreement null and void if any one or more of the following conditions applies:
(a) Seller implements a material change to the Facility (i) without following the requirements of Section 8(b) of Attachment A (Description of Storage Facility); or
Prior to Effective Date. 12.19.1 Targacept shall conduct its business with respect to the Primary Compound and Licensed Products in the ordinary course, consistent with past practices, during the period from the Execution Date until the earlier of (a) Effective Date or (b) ********, 2010, including by not conducting any End of Phase 2 Meeting with the FDA relating to any Licensed Product or initiating any Phase 3 Clinical Trial for any Licensed Product. For clarity, the submission by Targacept of documents, questions or other information or materials to, or other communication with, the FDA in contemplation of an End of Phase 2 Meeting to be conducted after the earlier of the Effective Date or ********, 2010 is expressly permitted and shall not be deemed to violate or breach this Section 12.19.1 or any other provision of this Agreement.
12.19.2 Notwithstanding anything in this Agreement to the contrary, (a) neither Party shall have the right to amend, modify or update in any respect the Amplixa Global Development Outline or the first Amplixa Annual Global Development Plan during the period from the Execution Date until the Effective Date and (b) any such amendment, modification or update made by a Party notwithstanding this Section 12.19.2 shall be null and void and of no force or effect.
12.19.3 Notwithstanding anything in this Agreement to the contrary, this Agreement (other than Section 8.4, Section 12.18 and this Section 12.19)) shall not become effective unless and until the waiting period (or any extension thereof) under the HSR Act in the United States has expired or been terminated early (the date of such expiration or earlier termination, the “Effective Date”).
12.19.4 Each Party shall use diligent efforts to ensure that its representations and warranties set forth in this Agreement remain true and correct at and as of the Effective Date as if such representations and warranties were made at and as of the Effective Date.
Prior to Effective Date. Employees hired into this unit by the Employer prior to January 1, 1996, after ten (10) years of service, shall receive a payment based upon the accumulated sick leave to a maximum of ninety (90) days; 720 hours.
Prior to Effective Date. Prior to the Effective Date, Tenant shall continue to pay the Base Rent currently required by the Lease (as of the date of this Third Amendment $66,666.67 per month).
Prior to Effective Date. Prior to the Effective Date, neither Celldex nor Pfizer shall have any rights or obligations hereunder. Notwithstanding anything to the contrary in Section 11.1, effective as of the date hereof, each of Pfizer and Celldex covenant and agree that Section 8, 10.1, 10.2, 10.4, 10.5, 11.2, 12.1(c), Section 14, 15.8 and 15.13 shall be in full force and effect unless this Agreement is terminated pursuant to Section 12 (including any applicable defined terms contained in such provisions).
Prior to Effective Date. Prior to the Effective Date, the terms and conditions of the Prior Agreement will continue to apply to Executive’s employment with the Company, except for Sections 7 and 12 below (and those provisions necessary to construe or give effect to such Sections, including Sections 4(c) and 8(c)), which shall be effective as of the date hereof.
