Return of Initial Payment Sample Clauses

Return of Initial Payment. In the event that following and as a result of the pre-submission meeting with the EMEA, the parties mutually agree that it is not possible or commercially viable under the prevailing circumstances to obtain Registration for the Product in the Major European Countries, the parties may agree to terminate this Agreement, and such termination shall be subject to the terms of Article 14. Upon any such termination, Orphan Medical shall refund to Celltech a portion of the initial $2.5 million US Dollar payment due on the Effective Date under Section 4.1(a). Such refund shall be $1.25 million US Dollars within ninety (90) days of Celltech’s providing to Orphan Medical input relating to the pre-submission meeting pursuant to Section 3.2, and $750,000 US Dollars ninety (90) days thereafter. If the parties do not mutually agree that Registration in the Major European Countries is not possible or commercially viable under the prevailing circumstances, then they shall submit the matter to arbitration in accordance with the provisions of Section 15.2 of this Agreement.
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Return of Initial Payment. In the event that following and as a result of the pre-submission meeting with the EMEA, the parties mutually agree that it is not possible or commercially viable under the prevailing circumstances to obtain Registration for the Product in the Major European Countries, the parties may agree to terminate this Agreement, and such termination shall be subject to the terms of Article 14. * ountries is not possible or commercially viable under the prevailing circumstances, then they shall submit the matter to arbitration in accordance with the provisions of Section 15.2 of this Agreement.
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Return of Initial Payment. In the event of termination of this Agreement as provided in Section 8.01, the Seller shall return to the Purchaser the Initial Payment within 7 days from the date of termination.
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Return of Initial Payment. If either party hereto terminates this Agreement pursuant to the provisions of Section 7.8(a)(i) or (v) hereof, or if Buyer terminates this Agreement pursuant to the provisions of Section 7.8(a)(iii), (iv) or (vi) hereof, or if the transactions contemplated by this Agreement are not consummated because Seller fails to close for any reason other than those set forth in Section 7.8(a)(ii) or (vii) hereof, the Deposit and interest thereon will be returned to Buyer. If Seller terminates this Agreement pursuant to Section 7.8(a)(ii) or (vii) hereof, or if the transactions contemplated by this Agreement are not consummated because Buyer fails to close for any reason other than those set forth in Section 7.8(a)(i), (iii), (iv), (v) or (vi), the Deposit and interest will be paid to Seller as liquidated damages and not as a penalty and in lieu of all other remedies against Buyer. In addition, if either party hereto terminates this Agreement pursuant to the provisions of Section 7.8 hereof, the parties shall return to each other all written materials obtained in connection with the transactions contemplated hereby and shall use their best efforts to keep confidential all such information acquired.
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Related to Return of Initial Payment

  • Calculation of Indemnity Payments (a) The amount of any Loss for which indemnification is provided under this Article XII shall be net of any amounts recovered by the Indemnified Party under insurance policies with respect to such Loss.

  • Termination of Investment The obligation of the Investor to make an Advance to the Company pursuant to this Agreement shall terminate permanently (including with respect to an Advance Date that has not yet occurred) in the event that (i) there shall occur any stop order or suspension of the effectiveness of the Registration Statement for an aggregate of fifty (50) Trading Days, other than due to the acts of the Investor, during the Commitment Period, and (ii) the Company shall at any time fail materially to comply with the requirements of Article VI and such failure is not cured within thirty (30) days after receipt of written notice from the Investor, provided, however, that this termination provision shall not apply to any period commencing upon the filing of a post-effective amendment to such Registration Statement and ending upon the date on which such post effective amendment is declared effective by the SEC.

  • Allocation of Insurance Proceeds Except as otherwise provided in Section 11.3, Insurance Proceeds received with respect to suits, occurrences, claims, costs and expenses covered under the Shared Policies shall be paid to Tyco with respect to Tyco Retained Liabilities, to Healthcare with respect to Healthcare Liabilities, and to Electronics with respect to Electronics Liabilities. In the event that the aggregate limits on any Shared Policies are exhausted by the payment of Insured Claims by the relevant Parties, such Parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total insured claim or claims which were covered under such Shared Policy (their “allocable portion of Insurance Proceeds”), and any Party who has received Insurance Proceeds in excess of such Party’s allocable portion of Insurance Proceeds shall pay to the other Party or Parties the appropriate amount so that each Party will have received its allocable portion of Insurance Proceeds. Each of the Parties agrees to use best efforts to maximize available coverage under those Shared Policies applicable to it for the benefit of all Parties, and to take all commercially reasonable steps to recover from all other responsible parties (except the Parties) in respect of an Insured Claim to the extent coverage limits under a Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim.

  • Calculation of interest The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

  • Notification of Interest Periods and interest rate The Agent shall notify the Borrowers and the Banks promptly of the duration of each Interest Period and of each rate of interest (or, as the case may be default interest) determined by it under this clause 3.

  • Application of Insufficient Payments If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

  • Characterization of Indemnity Payments Any indemnification payments made pursuant to this Agreement shall be considered, to the extent permissible under Law, as adjustments to the Purchase Price for all Tax purposes.

  • Calculation of Interest and Fees All calculations of interest and fees under this Agreement and the other Credit Documents for any period (a) shall include the first day of such period and exclude the last day of such period and (b) shall be calculated on the basis of a year of 360 days for actual days elapsed, except that during any period any Loan bears interest based upon the Prime Rate, such interest shall be calculated on the basis of a year of 365 or 366 days, as appropriate, for actual days elapsed.

  • CHANGES TO THE CALCULATION OF INTEREST 10.1 Absence of quotations Subject to Clause 10.2 (Market disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

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