Specific Consequences Sample Clauses

Specific Consequences. Upon the expiration or the termination of the Agreement by either Party, the following shall be the consequences: 13.2.1 any sums that were due from Zogenix to Elan under the provisions of this Agreement prior to its termination or expiry shall be paid in full within [***] ([***]) days of termination of this Agreement and Elan shall not be liable to repay to Zogenix any amount of money paid or payable by Zogenix to Elan up to the date of the termination of this Agreement (other than pursuant to Zogenix’s rights of audit under Clause 11.8); 13.2.2 the following Clauses shall survive any expiration or termination of this Agreement: the definitions as set forth in Clause 1 to the extent that such definitions are contained within a surviving clause, Clauses 3.1, 3.2.3, 3.3 (to the extent it relates to infringements that occur during the Term), 3.4 (solely as it relates to Product sold during the Term), 6.6, 12.6, 14.4 through 14.13 and the entirety of Clauses 11, 13, 15 and 16 and any other provision of this Agreement which, by its nature, is intended to continue after termination, shall survive termination; 13.2.3 any sub-licenses granted under Clause 2.2 or 9.1 shall automatically terminate except as otherwise provided in Clause 13.2.5.2; 13.2.4 if termination is effected by Elan under Clauses 12.3 or 12.4 or by Zogenix under Clause 12.5: *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2.4.1 Elan shall be entitled to research, develop and commercialise the Product for its own benefit in the Territory; 13.2.4.2 Elan shall be entitled to file for Regulatory Approval for the Product in the Territory; 13.2.4.3 Zogenix shall transfer or procure the transfer to Elan (or such other entity as Elan may specify) all relevant INDs (including the Elan IND), Regulatory Applications and Regulatory Approvals at no cost to Elan, insofar as such transfer is permitted by applicable laws, and permit Elan to access and/or reference such of its data (including but not limited to Product Data) as is necessary to enable Elan to market the Product in the Territory; 13.2.4.4 Elan shall be granted an irrevocable, perpetual, royalty-free, exclusive license to use the Zogenix Intellectual Property (other than pursuant to a Third Party License which is addressed in Clause 13.2.4.5 hereunder) and the trademark Zogenix has used during the Term to commercialize...
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
Specific Consequences. (a) In the event of any termination of this Agreement as a result of Sanofi’s termination of the entirety of the License Agreement under Section 12.2.1 (Termination by Sanofi for convenience) of the License Agreement, in addition to the termination events set out in Section 12.4.2 of the License Agreement: (i) at Biontech’s written request, Sanofi shall: (1) transfer control to Biontech of any ongoing clinical trial being conducted by or on behalf of Sanofi under the Development Plan as of the effective date of termination and (2) continue to conduct such clinical trial (the costs of which as between the Parties, and the invoicing and reconciliation of such costs, shall continue to be governed by Section 3), for up to [***] to enable such transfer to be completed without interruption of any such clinical trial, whereupon after such transfer Biontech will assume the costs of such clinical trial, provided that, with respect to any such clinical trial for which such transfer is expressly prohibited by the applicable Regulatory Authority, Sanofi shall continue to conduct such clinical trial to completion, at Sanofi’s cost and expense; (ii) the licenses granted to Biontech under Section 4.5 of this Agreement shall survive; and (iii) for any Additional Co-Development Costs, to the extent not already paid by Biontech as of the date of such termination, the payment schedule pursuant to Section 6.3.4 shall continue to apply. (b) In the event of any termination of this Agreement as a result of Biontech’s termination of co-Development of Licensed Product #1 under Section 12.2.2 (Termination of co-development by Biontech for convenience) of the License Agreement, for the avoidance of doubt, (i) the termination consequences set forth in Section 12.4.4 of the License Agreement shall apply; and (ii) the licenses granted to Sanofi under Sections 7.3.1 and 7.3.3(ii) of the License Agreement and under Section 4.6 of this Agreement shall survive. (c) In the event of any termination of this Agreement as a result of Biontech’s termination of the License Agreement under Section 12.3.1 (Termination for Sanofi’s breach) or Section 12.3.3 (Termination for Sanofi’s insolvency) of the License Agreement, whether in its entirety or with respect to Licensed Product #1 only, in addition to the termination events set out in Section 12.4.6 of the License Agreement, (1) Section 9.3.2(a)(i) of this Agreement shall apply with respect to any ongoing clinical trial conducted by or on behalf of...
Sample 1Sample 2
Specific Consequences. In the event of any termination of this Agreement as a result of Biontech’s termination of co-Development of Licensed Product #1 under Section 12.2.2 (Termination of co-development by Biontech for convenience) of the License Agreement, for the avoidance of doubt, (i) the termination consequences set forth in Section 12.4.4 of the License Agreement shall apply; and (ii) the licenses granted to Sanofi under Sections 7.3.1 and 7.3.3(ii) of the License Agreement and under Section 4.7 of this Agreement shall survive.
Sample 1
Specific Consequences a. In the event of termination by either Party, VERSARTIS shall pay any Non-Utilization Fee for the calendar years corresponding to the binding portion of the Detailed Forecast Schedules for Drug Substance. The Non-Utilization Fee shall not apply in the event of termination by VERSARTIS for any of the following: BI’s material breach (Section 13.6.), failure to obtain or maintain regulatory approvals (Section 13.4), or for BI’s bankruptcy (Section 13.8.); or in the event of termination by BI for any of the following: termination for convenience (Section 13.7) or termination for technical reasons (Section 13.2); or in the event of either Party’s termination in case of change of control (Section 13.9.) or force majeure (Sec. 13.10). b. Upon termination of this Agreement, except for termination for convenience by either Party, VERSARTIS shall pay any non-cancellable expenses incurred by BI that shall inter alia include non-cancellable cost and expenses for the purchase of equipment, Facility modifications, third party services necessary for the modifications of the 51 / 70 [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Commercial Supply Agreement, BI/ VERSARTIS Execution Version Facility, Covered Materials and Raw Materials. In order to mitigate the non-cancellable expenses to be paid by VERSARTIS at effectiveness of termination, BI shall use commercially reasonable efforts to terminate third party agreements or orders affected by the termination and mitigate all non-cancellable costs. Only non-cancellable expenses and Product specific equipment expenses shall be paid by VERSARTIS if VERSARTIS terminates for BI’s material breach. c. In the event of termination by either Party, except in the event of termination by VERSARTIS for BI bankruptcy or material breach, VERSARTIS shall pay all reasonable wind-down costs during the “Wind-Down Phase” of up to [*], in which BI will close out the services/manufacturing of Product, including but not limited to completing any work in progress, and to the extent not yet provided, create, finalize and gather the respective documentation. d. Upon termination of this Agreement, except in the event of termination for convenience by either Party, VERSARTIS shall pay any “Product Ordered and Not Yet Delivered”, which refers to the followi...
Sample 1
Specific Consequences. Upon expiry or termination of this Agreement by either Party, the following shall be the consequences:
Sample 1
Specific Consequences. Upon termination of the Agreement by either Party, or upon termination by EPIL of the EPIL License for a particular country under Clauses 9.6 herein, the following shall be the consequences relating to the Territory or the particular country, as applicable: 10.2.1 any sums that were due from EntreMed to EPIL under the provisions of this Agreement prior to its termination or expiry, or become due by virtue of such termination or expiry, shall be paid in full within thirty (30) calendar days of termination of this Agreement or termination of the EPIL Licence in a particular country, as applicable, and EPIL shall not be liable to repay to EntreMed any amount of money paid or payable by EntreMed to EPIL up to the date of the termination of this Agreement; 10.2.2 where a License Milestone Payment is due by reference to some period after an event, and termination occurs after such event but before the due date for such License Milestone Payment, such License Milestone Payment shall become immediately due and payable and shall be paid in accordance with the provisions of Clause 10.2.1; and for the avoidance of doubt, EntreMed’ liability for any then accrued License Milestone Payments shall not otherwise be affected by virtue of termination of this Agreement; 10.2.3 all representations and warranties shall insofar are appropriate remain in full force and effect; 10.2.4 the provisions of this Agreement regarding with respect to confidentiality and non-use of materials or confidential information shall remain in effect for a further period of 10 (ten) years from such date of termination. * The marked portions have been omitted pursuant to a request for confidential treatment and filed separately with the Securities Exchange Commission. 10.2.5 the rights of inspection and audit shall continue in force for the period referred to in the relevant provisions of this Agreement; 10.2.6 the license granted by EPIL to EntreMed of the EPIL Trademark under Clause 3.6.2.2 shall automatically terminate; 10.2.7 any other provision of this Agreement which, by its nature, is intended to continue after termination, shall survive termination; 10.2.8 any sub-license granted under Clause 2.2 shall automatically terminate;.
Sample 1
Specific Consequences 
Sample 1
AutoNDA by SimpleDocs

Related to Specific Consequences

  • CONTRACT CONSEQUENCES In the case of a state contractor, contributions made or solicited in violation of the above prohibitions may result in the contract being voided. In the case of a prospective state contractor, contributions made or solicited in violation of the above prohibitions shall result in the contract described in the state contract solicitation not being awarded to the prospective state contractor, unless the State Elections Enforcement Commission determines that mitigating circumstances exist concerning such violation. The State shall not award any other state contract to anyone found in violation of the above prohibitions for a period of one year after the election for which such contribution is made or solicited, unless the State Elections Enforcement Commission determines that mitigating circumstances exist concerning such violation. Additional information may be found on the website of the State Elections Enforcement Commission, xxx.xx.xxx/xxxx. Click on the link to “Lobbyist/Contractor Limitations.”

  • Tax Consequences It is intended that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.

  • Financial Consequences The Department reserves the right to impose financial consequences when the Contractor fails to comply with the requirements of the Contract. The following financial consequences will apply for the Contractor’s non-performance under the Contract. The Customer and the Contractor may agree to add additional Financial Consequences on an as-needed basis beyond those stated herein to apply to that Customer’s resultant contract or purchase order. The State of Florida reserves the right to withhold payment or implement other appropriate remedies, such as Contract termination or nonrenewal, when the Contractor has failed to comply with the provisions of the Contract. The Contractor and the Department agree that financial consequences for non-performance are an estimate of damages which are difficult to ascertain and are not penalties. The financial consequences below will be paid and received by the Department of Management Services within 30 calendar days from the due date specified by the Department. These financial consequences below are individually assessed for failures over each target period beginning with the first full month or quarter of the Contract performance and every month or quarter, respectively, thereafter. Deliverable Performance Metric Performance Due Date Financial Consequence for Non-Performance Contractor will timely submit completed Quarterly Sales Reports All Quarterly Sales Reports will be submitted timely with the required information Reports are due on or before the 30th calendar day after the close of each State fiscal quarter $250 per Calendar Day late/not received by the Contract Manager Contractor will timely submit completed MFMP Transaction Fee Reports All MFMP Transaction Fee Reports will be submitted timely with the required information Reports are due on or before the 15th calendar day after the close of each month $100 per Calendar Day late/not received by the Contract Manager

  • Adverse Tax Consequences Notwithstanding anything to the contrary in this Agreement, the General Partner shall have the authority (but shall not be required) to take any steps it determines are necessary or appropriate in its sole and absolute discretion to prevent the Partnership from being taxable as a corporation for Federal income tax purposes. In addition, except with the Consent of the General Partner, no Transfer by a Limited Partner of its Partnership Interests (including any Redemption, any conversion of LTIP Units into Partnership Common Units, any other acquisition of Partnership Units by the General Partner or any acquisition of Partnership Units by the Partnership) may be made to or by any Person if such Transfer could (i) result in the Partnership being treated as an association taxable as a corporation; (ii) result in a termination of the Partnership under Code Section 708; (iii) be treated as effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Code Section 7704 and the Regulations promulgated thereunder, (iv) result in the Partnership being unable to qualify for one or more of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”) or (v) based on the advice of counsel to the Partnership or the General Partner, adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Code Section 857 or Code Section 4981.

  • Voluntariness and Consequences of Consent Denial or Withdrawal The Participant’s participation in the Plan and the Participant’s grant of consent is purely voluntary. The Participant may deny or withdraw his or her consent at any time. If the Participant does not consent, or if the Participant withdraws his or her consent, the Participant cannot participate in the Plan. This would not affect the Participant’s salary as an employee or his or her career; the Participant would merely forfeit the opportunities associated with the Plan.

  • Termination Consequences If this Agreement is terminated for any reason, Company shall not be excused from performing its obligations under this Agreement with respect to payment for all monies due Jabil hereunder including fees, costs and expenses incurred by Jabil up to and including the Termination Effective Date.

  • EVENTS OF DEFAULTS AND CONSEQUENCES 9.1 Subject to the Force Majeure clause, the Promoter shall be considered under a condition of Default, in the following events: (i) Promoter fails to provide ready to move in possession of the [Apartment/Plot] to the Allottee within the time period specified in para 7.1 or fails to complete the project within the stipulated time disclosed at the time of registration of the project with the Authority. For the purpose of this para, 'ready to move in possession' shall mean that the apartment shall be in a habitable condition which is complete in all respects including the provision of all specifications, amenities and facilities, as agreed to between the parties, and for which occupation certificate and completion certificate, as the case may be, has been issued by the competent authority; (ii) Discontinuance of the Promoter’s business as a developer on account of suspension or revocation of his registration under the provisions of the Act or the rules or regulations made the re under. 9.2 In case of Default by Promoter under the conditions listed above, Allottee is entitled to the following: (i) Stop making further payments to Promoter as demanded by the Promoter. If the Allottee stops making payments, the Promoter shall correct the situation by completing the construction milestones and only thereafter the Allottee be required to make the next payment without any interest; or (ii) The Allottee shall have the option of terminating the Agreement in which case the Promoter shall be liable to refund the entire money paid by the Allottee under any head whatsoever towards the purchase of the apartment, along with interest at the rate prescribed in the Rules within forty-five days of receiving the termination notice: Provided that where an Allottee does not intend to withdraw from the project or terminate the Agreement, he shall be paid, by the promoter, interest at the rate prescribed in the Rules, for every month of delay till the handing over of the possession of the [Apartment/Plot], which shall be paid by the promoter to the allottee within forty-five days of it becoming due. 9.3 The Allottee shall be considered under a condition of Default, on the occurrence of the following events: (i) In case the Allottee fails to make payments for consecutive demands made by the Promoter as per the Payment Plan annexed hereto, despite having been issued notice in that regard the allottee shall be liable to pay interest to the promoter on the unpaid amount at the rate prescribed in the Rules; (ii) In case of Default by Allottee under the condition listed above continues for a period beyond consecutive months after notice from the Promoter in this regard, the Promoter may cancel the allotment of the [Apartment/Plot] in favour of the Allottee and refund the money paid to him by the allottee by deducting the booking amount and the interest liabilities and this Agreement shall thereupon stand terminated. Provided that the promoter shall intimate the allottee about such termination at least thirty days prior to such termination.

  • Consequences The consequences for the Contractor’s failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by the Commissioner, refusal by the Commissioner to approve subsequent plans, and termination of all or part of this Contract by the Commissioner or the State.

  • Default and Consequences of Default 12.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at the Supplier’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment. 12.2 If the Client owes the Supplier any money the Client shall indemnify the Supplier from and against all costs and disbursements incurred by the Supplier in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, the Supplier’s collection agency costs, and bank dishonour fees). 12.3 Further to any other rights or remedies the Supplier may have under this Contract, if a Client has made payment to the Supplier, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by the Supplier under this clause 12 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this Contract. 12.4 Without prejudice to the Supplier’s other remedies at law the Supplier shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to the Supplier shall, whether or not due for payment, become immediately payable if: (a) any money payable to the Supplier becomes overdue, or in the Supplier’s opinion the Client will be unable to make a payment when it falls due; (b) the Client has exceeded any applicable credit limit provided by the Supplier; (c) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or (d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

  • Consequences of Force Majeure Subject to clauses 24.4, 24.5 and 24.6, if by reason of a Force Majeure Event a Party (Affected Party) is affected in the performance of any obligation or clause under this Agreement: (a) that Party will be excused during the time, and to the extent that, such performance is so affected; and (b) that Party will not, to that extent, be liable to the other Party for any Damage of any kind arising out of, or in any way connected with, that non-performance.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!