SHUT-DOWN ALTERNATIVE Sample Clauses

SHUT-DOWN ALTERNATIVE. If Tanox has notified Ciba that it has decided to shut down the Pilot Plant, subject to reactivation as provided hereinafter, then at the expiration five (5) years from the Shut-down Date or on satisfaction of Tanox's obligations to Ciba following the Disposal Date, as hereinafter defined, whichever is the first to occur, Ciba shall forgive, without further action on its part, the principal balance and accrued interest remaining outstanding on the Loan at such time. Thereafter, Tanox shall have no further obligations under the Loan. During such five-year period, if Tanox should sell or otherwise dispose of the Pilot Plant (the "Disposal Date", then Tanox shall be obligated to pay to Ciba, in reduction of the outstanding principal and any unforgiven interest, the proceeds from such disposal net of all reasonable costs accrued during such period in connection with the maintenance of the shut-down Pilot Plant. Tanox shall pay such net proceeds to Ciba within 90 days following the Disposal Date. During such five-year period, if Tanox should decide to reactivate the Pilot Plant for production activities, then the provisions of Paragraph 3.4 below shall immediately become effective.
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