Termination by BDSI Clause Samples

The 'Termination by BDSI' clause grants BDSI the explicit right to end the agreement under specified circumstances. Typically, this clause outlines the conditions under which BDSI may exercise this right, such as breach of contract by the other party, insolvency, or failure to meet certain obligations. By clearly defining when and how BDSI can terminate the contract, this clause provides a mechanism for BDSI to protect its interests and exit the agreement if necessary, thereby managing risk and ensuring contractual flexibility.
Termination by BDSI. BDSI may, by written notice to Meda, terminate this Agreement upon the occurrence of any of the following: (a) Upon the failure by Meda to pay the license fee pursuant to Section 3.01. (b) On a country-by-country basis upon the loss, revocation, suspension, termination, or expiration of Meda’s license to sell narcotics in any country in the Territory, if Meda fails to take the actions necessary to reinstate such license within *** of such loss, revocation, suspension, termination, or expiration, or any material breach of Section 11.04 which is not remedied within *** thereof. (c) Upon or after the breach of any material provision of the Supply Agreement by Meda (other than a failure to pay by Meda, which is addressed in Section 13.03(d) below), if Meda has not cured such breach, if capable of being cured within such time period, within *** after written notice thereof by the non-breaching Party, provided that, notwithstanding the foregoing, BDSI shall be entitled to terminate this Agreement pursuant to Section 13.03(d) without providing the aforementioned opportunity to cure. (d) Upon the failure by Meda to pay any amount in excess of US$*** overdue under this Agreement or the Supply Agreement within *** from receipt of a second written notice (as given pursuant to Section 14.06 hereof) thereof from BDSI (with respect to products supplied under the Supply Agreement ***, the invoice accompanying such products or otherwise provided in conjunction with their shipment shall not be deemed the first “notice” for purposes of this paragraph), with a copy of such second notice (as given pursuant to Section 14.06 hereof) to Meda´s CEO at the address referenced in Section 14.06. If any payment, or portion thereof, due under this Agreement is the subject of a reasonable good faith dispute (a “Disputed Amount”) between Meda and BDSI, BDSI shall not be entitled to terminate this Agreement with respect to any failure by Meda to pay the Disputed Amount until such dispute has been resolved by the Parties (including, if necessary, pursuant to any arbitration under Section 14.03). (e) Upon the occurrence of any material misrepresentation or omission in any Royalty Statement, which misrepresentation or omission is caused by Meda’s willful misconduct, gross negligence, or bad faith.
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Termination by BDSI. Subject to Section 13.07, BDSI may, by written notice to Purdue, terminate this Agreement: (a) upon the failure by Purdue to pay the license fee pursuant to Section 3.01 within the time period set forth therein; (b) upon the failure by Purdue on *** occasions to pay any amount overdue under this Agreement within *** from receipt of a written notice thereof to Purdue from BDSI (with respect to any amounts due under this Agreement pursuant to an invoice to be sent by BDSI, the first such invoice shall not be deemed “notice” for purposes of this paragraph), provided that any failure to pay resulting from any Third Party delays with respect to the transfer of funds from Purdue to BDSI that are out of the reasonable control of Purdue and its Affiliates (such as bank transfer delays) shall not constitute a “failure to pay” for purposes of this clause (b); or (c) in the event the First Commercial Sale of a Licensed Product hereunder does not occur by the date nine (9) months from Marketing Authorization Transfer, provided that, to the extent that Purdue can reasonably demonstrate that manufacturing or supply delays outside of Purdue’s, its Affiliates’, and Sublicensees’ reasonable control prevented the First Commercial Sale from occurring by such date, such date shall be automatically extended by an amount equal to the extent of such manufacturing or supply delays.
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Termination by BDSI. BDSI may, by written notice to Meda, terminate this Agreement prior to the expiration of this Agreement upon the occurrence of the following: (a) Upon or after the breach of any material provision of this Agreement by Meda (other than a failure to pay by Meda, which is addressed in Section 13.3(b) below), if Meda has not cured such breach, if capable of being cured within such time period, within *** after written notice thereof by BDSI, provided that, notwithstanding the foregoing, BDSI shall be entitled to terminate this Agreement pursuant to Section 13.3(b) without providing the aforementioned opportunity to cure; and (b) Upon the failure by Meda to pay any amount in excess of *** under this Agreement or the License Agreement within *** from receipt of a second written notice thereof from BDSI (with respect to products supplied under this Agreement, the invoice accompanying such products or otherwise provided in conjunction with their shipment shall not be deemed the first “notice” for purposes of this paragraph), with a copy of such second notice to be provided to ***. If any payment, or portion thereof, is the subject of a good faith dispute (a “Disputed Amount”) between Meda and BDSI, BDSI shall not be entitled to terminate this Agreement with respect to any failure by Meda to pay the Disputed Amount until such dispute has been resolved by the parties (including, if necessary, pursuant to any arbitration under Section 16.3).
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Termination by BDSI. BDSI may, by written notice to Meda, terminate this Agreement upon the occurrence of any of the following: (a) Upon the failure by Meda to pay the license fee pursuant to Section 3.01. (b) On a country by country basis upon the loss, revocation, suspension, termination, or expiration of Meda’s license to sell narcotics in any country in the Territory, if Meda fails to take the actions necessary to reinstate such license within sixty (60) days of such loss, revocation, suspension, termination, or expiration, or any material breach of Section 11.04 which is not remedied within sixty (60) days thereof. If such loss, revocation, suspension, termination, or expiration of Meda’s license to sell narcotics occurs simultaneously in three (3) of the following countries, ***, BDSI may terminate the license ***. (c) Upon or after the breach of any material provision of the Supply Agreement by Meda (other than a failure to pay by Meda, which is addressed in Section 13.03(d) below), if Meda has not cured such breach, if capable of being cured within such time period, within *** after written notice thereof by the non-breaching Party, provided that, notwithstanding the foregoing, BDSI shall be entitled to terminate this Agreement pursuant to Section 13.03(d) without providing the aforementioned opportunity to cure. (d) Upon the failure by Meda to pay any amount in excess of US$*** under this Agreement or the Supply Agreement within *** from receipt of a second written notice (as given pursuant to Section 14.06 hereof) thereof from BDSI (with respect to products supplied under the Supply Agreement, the invoice accompanying such products or otherwise provided in conjunction with their shipment shall not be deemed the first “notice” for purposes of this paragraph), with a copy of such second notice (as given pursuant to Section 14.06 hereof) to Meda´s CEO at the address referenced in Section 14.06. If any payment, or portion thereof, due under this Agreement is the subject of a reasonable good faith dispute (a “Disputed Amount”) between Meda and BDSI, BDSI shall not be entitled to terminate this Agreement with respect to any failure by Meda to pay the Disputed Amount until such dispute has been resolved by the parties (including, if necessary, pursuant to any arbitration under Section 14.03). (e) Upon the occurrence of any material misrepresentation or omission in any Royalty Statement, which misrepresentation or omission is caused by Meda’s willful misconduct, gross neglig...
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Related to Termination by BDSI

  • 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.

  • Termination by ▇▇▇▇▇▇ This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by Parent: (a) if the Company breaches any of its representations or warranties, or fails to perform any of its covenants or agreements contained in this Agreement, and which breach or failure (i) would give rise to the failure of a condition set forth in paragraph (d), (e) or (f) of Annex I and (ii) by its nature cannot be cured or has not been cured by the Company by the earlier of (A) the Outside Date and (B) the date that is twenty (20) Business Days after the Company’s receipt of written notice of such breach from Parent, but only so long as neither Parent nor Merger Sub are then in material breach of their respective representations or warranties or materially failing to perform their respective covenants or agreements contained in this Agreement in a manner that would allow the Company to terminate this Agreement under Section 7.4(b); or (b) (i) upon prior written notice to the Company if the Company Board (acting upon the recommendation of the Special Committee), the Special Committee or any other duly authorized committee of disinterested members of the Company Board shall have effected an Adverse Recommendation Change (provided that, any written notice, including pursuant to Section 5.3(d), of the Company’s intention to make an Adverse Recommendation Change in advance of making an Adverse Recommendation Change shall not result in Parent having any termination rights pursuant to this Section 7.3(b)(i) unless such written notice otherwise constitutes an Adverse Recommendation Change); provided, however, that Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.3(b)(i) unless the notice of termination pursuant to this Section 7.3(b)(i) is delivered by Parent to the Company within five (5) Business Days following the occurrence of the event giving rise to Parent’s right to terminate this Agreement pursuant to this Section 7.3(b)(i), (ii) if the Company shall have materially breached any of its obligations under Section 5.3, (iii) if the Company shall have failed, within ten (10) Business Days of a tender or exchange offer that constitutes a Takeover Proposal relating to securities of the Company having been commenced, to publicly recommend against such tender or exchange offer or (iv) if the Company shall have failed to publicly reaffirm its recommendation of the Offer and the Merger within ten (10) Business Days after a request to do so by Parent following the date any Takeover Proposal or any material modification thereto is first commenced, publicly announced, distributed or disseminated to the Company’s stockholders (provided that Parent may only make such request once with respect to each Takeover Proposal and each material modification thereto).

  • Termination by ▇▇▇▇▇▇▇ If Grantee seeks to terminate this Contract, Grantee shall give System Agency no less than sixty (60) calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted.

  • 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.