Selective Waiver Sample Clauses

Selective Waiver. Either party may waive any default by the other party under this Agreement by an instrument in writing to that effect, and any such waiver will not extend to any subsequent or other default by the other party. No failure or delay on the part of either party to exercise any right hereunder operates as a waiver thereof. Either party may elect to selectively and successively enforce its rights hereunder, such rights being cumulative and not alternative.
Sample 1
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Selective Waiver. It is the desire and intent of the Parties that pursuant to the terms of this Agreement ALO shall make a Selective Waiver for Products to Teva (or its designated Affiliate) in exchange for certain indemnifications from Teva and payments as follows: Upon either (A) receipt by ALO of the Ready Date Notice from Teva for the applicable Product or (B) receipt by Teva of written notice from ALO given prior to receipt of Teva Final Approval and after the Trigger Date of ALO's decision to effect the Selective Waiver for the applicable Product, ALO shall commence and thereafter use its best commercial efforts to effect the Selective Waiver within two (2) business days for the Capsule Product and pursuant to Section 2.1(b) hereof for the Tablet Product. If the Launch by ALO occurs following the applicable Trigger Date or Ready Date Notice, and ALO effectuates the Selective Waiver pursuant to this section then the following shall apply:
Sample 1
Selective Waiver. Neither ALO nor any of its Affiliates shall directly or indirectly, assign, transfer or otherwise encumber in any respect its First to File Exclusivity rights relating to any Product to any Person other than Teva (or a Teva Affiliate); provided, however, that the foregoing shall not apply to ALO Tablet Products if Teva exercises its option under Section 2.1(b)(iii) hereof. Nothing contained herein shall prevent ALO from exercising a Relinquishment, provided, however, that in the event of such a Relinquishment (other than at the request of Teva) Teva shall have the right to immediately terminate this Agreement whereupon Teva shall have no obligations under or arising out of this Agreement (including, without limitation, the indemnity and contribution obligations hereunder).
Sample 1

Related to Selective Waiver

  • Non-Assignability This Agreement shall not be assigned by any of the parties hereto without the prior consent in writing of the other party.

  • Non-assignability; Termination (a) The rights and obligations of the parties under this Agreement and under any Transaction shall not be assigned by either party without the prior written consent of the other party, and any such assignment without the prior written consent of the other party shall be null and void. Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement may be terminated by either party upon giving written notice to the other, except that this Agreement shall, notwithstanding such notice, remain applicable to any Transactions then outstanding.

  • Protective Provisions So long as shares of Series A Preferred --------------------- Stock and/or Series B Preferred Stock are outstanding, this corporation shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of a majority of the then outstanding shares of Series A Preferred Stock and Series B Preferred Stock, voting together as a single class on an as converted basis:

  • Severability; No Third Party Beneficiaries In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances. A person who is not a party to this Agreement shall have no rights to enforce any provision of this Agreement, and no Fund shall have a right to enforce any provision of this Agreement as it relates to another Fund. BNY Mellon shall not be responsible for any costs or fees charged to a Fund or an affiliate of a Fund by consultants, counsel, auditors, public accountants or other service providers retained by the Fund or any such affiliate.

  • Alternate Payment and Notice Provisions Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuer may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or any Paying Agent to such Holder, that is different from the methods provided for in this Indenture for such payments or notices. The Issuer will furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee will cause payments to be made and notices to be given in accordance with such agreements.

  • Termination Assistance Upon nearing the end of the final term or termination of this Agreement, without respect to cause, the Party shall take all reasonable and prudent measures to facilitate any transition required by the State. All State property, tangible and intangible, shall be returned to the State upon demand at no additional cost to the State in a format acceptable to the State.

  • Non-Waiver The failure of a party to insist upon strict performance of any provision of this Agreement or to exercise any right arising out of this Agreement shall neither impair that provision or right nor constitute a waiver of that provision or right, in whole or in part, in that instance or in any other instance. Any waiver by a party of a particular provision or right shall be in writing, shall be as to a particular matter and, if applicable, for a particular period of time and shall be signed by such party.

  • Agreement to Arbitrate It is understood that any dispute as to medical malpractice, that is as to whether any medical services rendered under this contract were unnecessary or unauthorized or were improperly, negligently, or incompetently rendered, will be determined by submission to arbitration as provided by California law, and nor by a lawsuit or resort to court process except as California law provides for judicial review of arbitration proceedings. Both parties to this contract, by entering it, are giving up their constitutional rights to have any such dispute decided in court of law before a jury, and instead are accepting the rules of arbitration.

  • Mutual Agreement to Arbitrate a. Except as provided in Section 11.b., in the event of a dispute or claim between Executive and Employer related to Executive’s employment or termination of employment, all such disputes or claims will be resolved exclusively by confidential arbitration in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA”). This means that the parties agree to waive their rights to have such disputes or claims decided in court by a jury. Instead, such disputes or claims will be resolved by an impartial AAA arbitrator whose decision will be final.

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