Termination by Argos Sample Clauses

The 'Termination by Argos' clause grants Argos the explicit right to end the contract under specified circumstances. Typically, this clause outlines the conditions or events—such as breach of contract, insolvency, or failure to meet performance standards—that would allow Argos to initiate termination. It may also detail the required notice period and any obligations that survive termination, such as payment for work completed. The core function of this clause is to provide Argos with a clear and enforceable mechanism to exit the agreement if certain criteria are met, thereby managing risk and ensuring flexibility in the contractual relationship.
Termination by Argos. Without limiting any other legal or equitable remedies that Argos may have, if Argos terminates this Agreement in accordance with Section 9.2.1 or 9.2.2, then (i)notwithstanding anything in Section 7.4.1 to the contrary, Green Cross’ obligations under Section 7.4.1 shall survive for a period of [**] years after the effective date of termination, (ii) [**], (iii) [**] relating to the Development, Manufacture or Commercialization of the Licensed Product and all Licensed Product Trademarks and execute any and all documents and carry out any other actions as may be requested by Argos to assist Argos with all regulatory filings with the applicable Regulatory Authorities required in connection with the termination of this Agreement to ensure that all Regulatory Approvals in the Green Cross Territory can be transferred or issued to Argos(B) copies of all data, reports, records and materials in Green Cross’ possession or Control relating to the Development, Manufacture or Commercialization of the Licensed Product, including without limitation all non-clinical and clinical data relating to the Licensed Product, including without limitation customer lists and customer contact information and all adverse event data in Green Cross’ possession or Control, and (C) all records and materials in Green Cross’ possession or Control containing Confidential Information of Argos, (iv) [**], (vi) if Green Cross or its Related Parties are Manufacturing Licensed Product, at Argos’ option, supply the Licensed Product to Argos in the Green Cross Territory on commercially reasonable terms (but any event, no less favorable than those on which Green Cross supplied the Licensed Product prior to such termination to the applicable distributor(s) in the Green Cross Territory) [**], Argos has obtained all necessary manufacturing approvals and Argos has procured or developed its own source of Licensed Product supply, (vii) if Argos so requests, Green Cross shall transfer to Argos any Third Party agreements relating to the Development, Manufacture or Commercialization of the Licensed Product to which Green Cross is a party, subject to any required consents of such Third Party, which Green Cross shall use Commercially Reasonable Efforts to obtain promptly, and (viii) unless otherwise agreed by Argos in writing, all Sublicense Agreements shall automatically terminate. The license granted and other transfers to be effected pursuant to this Section 9.2.3(a) shall be royalty-free, fully paid and p...
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Termination by Argos. Without limiting any other legal or equitable remedies that Argos may have, if Argos terminates this Agreement in accordance with Section 9.2.1 then, (i) notwithstanding anything in Section 7.4.1 to the contrary, Pharmstandard’s obligations under Section 7.4.1 shall survive for a period of two (2) years after the effective date of termination (without in any way implying a grant of any rights to the Argos Technology after the expiration of such section), (ii) the license grant to Argos in Section 2.1.3 shall, solely with respect to licensable subject matter in existence on the effective date of termination and to the extent the Parties entered into such license, (a) shall be royalty-free, fully paid and perpetual except as they relate to any Necessary Third Party IP which Argos shall be obliged to pay and in respect of sublicensees which are in compliance. Pharmstandard shall execute all documents and take all such further actions as may be reasonably requested by Argos in order to give effect to the foregoing clauses (i) through (viii).
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Termination by Argos. Without limiting any other legal or equitable remedies that Argos may have, if Argos terminates this Agreement in accordance with 10.2.1 (Termination for Cause) or 10.2.2 (Challenge of Patent Rights), then (i) notwithstanding anything in Section 7.4.1 to the contrary, the obligations of China Company under Section 8.4.1 shall survive for a period of [**] years after the effective date of termination, (ii) the license grant to Argos in Section 2.1.3 shall, solely with respect to licensable subject matter in existence on the effective date of termination, survive and shall be fully-paid, perpetual and include an unrestricted right to grant sublicenses, (iii) China Company shall as promptly as practicable transfer and assign to Argos or Argos’ designee (A) possession and ownership of all governmental or regulatory correspondence, conversation logs, filings and approvals (including without limitation all Regulatory Approvals and pricing and reimbursement approvals) relating to the Development, Manufacture or Commercialization of a Licensed Product and all Licensed Product Trademarks and execute any and all documents and carry out any other actions considered customary as may be requested by Argos to assist Argos with all regulatory filings with the applicable Regulatory Authorities required in connection with the termination of this Agreement to ensure that all Regulatory Approvals in the China Company Territory can be transferred or issued to Argos or Argos’ designee, (B) copies of all relevant data, reports, records and materials in the possession or Control of China Company relating to the Development, Manufacture or Commercialization of a Licensed Product, including without limitation all non-clinical and clinical data relating to a Licensed Product, including without limitation customer lists and customer contact information and all adverse event data in the possession or Control of China Company, and (C) all records and materials in the possession or Control of China Company containing Confidential Information of Argos, (iv) appoint Argos or Argos’ designee as the agent of China Company and/or its Related Parties for all Licensed Product-related matters involving Regulatory Authorities in the China Company Territory until all Regulatory Approvals and other regulatory filings have been transferred to Argos or its designee, (v) if the effective date of termination is after First Commercial Sale, then China Company shall appoint Argos as its exclusive distr...
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Termination by Argos. Without limiting any other legal or equitable remedies that Argos may have, if Argos terminates this Agreement in accordance with Section 14.2.1 or 14.2.2, then (i) notwithstanding anything in Section 12.4.1 to the contrary, Medinet’s obligations under Section 12.4.1 shall survive for a period of [**] years after the effective date of termination, (ii) the license grant to Argos in Section 6.3 shall, solely with respect to licensable subject matter in existence on the effective date of termination, survive and shall become non-exclusive and be fully-paid, perpetual and include an unrestricted right to grant sublicenses, (iii) Medinet shall as promptly as practicable, and to the extent not prohibited by law or practically not impossible, transfer and assign to Argos or Argos’ designee at Argos’ cost (A) possession and ownership of all governmental or regulatory correspondence, conversation logs, filings and approvals (including without limitation all Regulatory (a) shall be royalty-free, fully paid and perpetual. Medinet shall execute all documents and take all such further actions as may be reasonably requested by Argos in order to give effect to the foregoing clauses (i) through (viii) .
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Related to Termination by Argos

  • Termination by ICANN (a) ICANN may, upon notice to Registry Operator, terminate this Agreement if: (i) Registry Operator fails to cure (A) any fundamental and material breach of Registry Operator’s representations and warranties set forth in Article 1 or covenants set forth in Article 2, or (B) any breach of Registry Operator’s payment obligations set forth in Article 6 of this Agreement, each within thirty (30) calendar days after ICANN gives Registry Operator notice of such breach, which notice will include with specificity the details of the alleged breach, (ii) an arbitrator or court of competent jurisdiction has finally determined that Registry Operator is in fundamental and material breach of such covenant(s) or in breach of its payment obligations, and (iii) Registry Operator fails to comply with such determination and cure such breach within ten (10) calendar days or such other time period as may be determined by the arbitrator or court of competent jurisdiction. (b) ICANN may, upon notice to Registry Operator, terminate this Agreement if Registry Operator fails to complete all testing and procedures (identified by ICANN in writing to Registry Operator prior to the date hereof) for delegation of the TLD into the root zone within twelve (12) months of the Effective Date. Registry Operator may request an extension for up to additional twelve (12) months for delegation if it can demonstrate, to ICANN’s reasonable satisfaction, that Registry Operator is working diligently and in good faith toward successfully completing the steps necessary for delegation of the TLD. Any fees paid by Registry Operator to ICANN prior to such termination date shall be retained by ICANN in full. (c) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator fails to cure a material breach of Registry Operator’s obligations set forth in Section 2.12 of this Agreement within thirty (30) calendar days of delivery of notice of such breach by ICANN, or if the Continued Operations Instrument is not in effect for greater than sixty (60) consecutive calendar days at any time following the Effective Date, (ii) an arbitrator or court of competent jurisdiction has finally determined that Registry Operator is in material breach of such covenant, and (iii) Registry Operator fails to cure such breach within ten (10) calendar days or such other time period as may be determined by the arbitrator or court of competent jurisdiction. (d) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator makes an assignment for the benefit of creditors or similar act, (ii) attachment, garnishment or similar proceedings are commenced against Registry Operator, which proceedings are a material threat to Registry Operator’s ability to operate the registry for the TLD, and are not dismissed within sixty (60) calendar days of their commencement, (iii) a trustee, receiver, liquidator or equivalent is appointed in place of Registry Operator or maintains control over any of Registry Operator’s property, (iv) execution is levied upon any material property of Registry Operator, (v) proceedings are instituted by or against Registry Operator under any bankruptcy, insolvency, reorganization or other laws relating to the relief of debtors and such proceedings are not dismissed within sixty (60) calendar days of their commencement, or (vi) Registry Operator files for protection under the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq., or a foreign equivalent or liquidates, dissolves or otherwise discontinues its operations or the operation of the TLD. (e) ICANN may, upon thirty (30) calendar days’ notice to Registry Operator, terminate this Agreement pursuant to Section 2 of Specification 7 or Sections 2 and 3 of Specification 11, subject to Registry Operator’s right to challenge such termination as set forth in the applicable procedure described therein. (f) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator knowingly employs any officer who is convicted of a misdemeanor related to financial activities or of any felony, or is judged by a court of competent jurisdiction to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that ICANN reasonably deems as the substantive equivalent of any of the foregoing and such officer is not terminated within thirty (30) calendar days of Registry Operator’s knowledge of the foregoing, or (ii) any member of Registry Operator’s board of directors or similar governing body is convicted of a misdemeanor related to financial activities or of any felony, or is judged by a court of competent jurisdiction to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that ICANN reasonably deems as the substantive equivalent of any of the foregoing and such member is not removed from Registry Operator’s board of directors or similar governing body within thirty (30) calendar days of Registry Operator’s knowledge of the foregoing. (g) ICANN may, upon thirty (30) calendar days’ notice to Registry Operator, terminate this Agreement as specified in Section 7.5. (h) [Applicable to intergovernmental organizations or governmental entities only.] ICANN may terminate this Agreement pursuant to Section 7.16.

  • Termination by XOOM We may terminate this Contract, or the applicable portion of this Contract, at our discretion and without penalty immediately upon notice to you if: a. do not pay your bill in full by the date on your bill; b. do anything that prevents us from supplying you with Energy or services; c. increase your consumption above 2,500 gigajoules per year; or d. do not give us satisfactory financial or credit information, do not give us a deposit when we request one, or do not meet our credit requirements. We may terminate this Contract, or the applicable portion of this Contract, at our direction and without penalty for any other reason on thirty (30) days notice.

  • TERMINATION BY MPS MPS further reserves the right to terminate this Contract at any time for any reason by giving Contractor written notice by Registered or Certified Mail of such termination. MPS will attempt to give Contractor 20 days’ notice, but reserves the right to give immediate notice. In the event of said termination, Contractor shall reduce its activities hereunder, as mutually agreed to, upon receipt of said notice. Upon said termination, Contractor shall be paid for all services rendered through the date of termination, including any retainage. This section also applies should the Milwaukee Board of School Directors fail to appropriate additional monies required for the completion of the Contract.

  • Termination by ViaCord ViaCord may terminate enrollment in the DNA Guardian Program upon written notice to the Client if the Account Payor fails to pay any required fees within sixty (60) days of the payment due date. Before terminating enrollment in the DNA Guardian Program, ViaCord may, at its exclusive discretion, use commercially reasonable effort to contact other Clients, if applicable, and give them the opportunity to take over the Account Payor obligations by executing applicable documentation.

  • Termination by ▇▇▇▇▇ Subject to Section 5.2, the CAISO may terminate this Agreement by giving written notice of termination in the event that the Participating Load commits any material default under this Agreement and/or the CAISO Tariff which, if capable of being remedied, is not remedied within thirty (30) days after the CAISO has given, to the Participating Load, written notice of the default, unless excused by reason of Uncontrollable Forces in accordance with Article X of this Agreement. With respect to any notice of termination given pursuant to this Section, the CAISO must file a timely notice of termination with FERC, if this Agreement was filed with FERC, or must otherwise comply with the requirements of FERC Order No. 2001 and related FERC orders. The filing of the notice of termination by the CAISO with FERC will be considered timely if: (1) the filing of the notice of termination is made after the preconditions for termination have been met, and the CAISO files the notice of termination within sixty (60) days after issuance of the notice of default; or (2) the CAISO files the notice of termination in accordance with the requirements of FERC Order No. 2001. This Agreement shall terminate upon acceptance by FERC of such a notice of termination, if filed with FERC, or thirty (30) days after the date of the CAISO’s notice of default, if terminated in accordance with the requirements of FERC Order No. 2001 and related FERC orders.