Termination by BMS/BMKK Sample Clauses

Termination by BMS/BMKK. In the event that the BMS-ImClone Commercial Agreement has expired and it is commercially unreasonable for ImClone to continue to co-commercialize and co-develop Final Product in Japan under the Six-Party Japan Commercial Agreement, BMS/BMKK shall voluntarily terminate the Six-Party Japan Commercial Agreement pursuant to Section 14.5 thereof within 30 days following written notice by ImClone to BMS/BMKK requesting such termination. As part of such notice to BMS, ImClone shall provide to BMS in writing its reasons for why it is commercially unreasonable for ImClone to so continue. If requested by BMS or BMKK within 30 days following receipt by BMS of such notice and reasons from ImClone, BMS and ImClone will meet and confer for up to 90 ninety days thereafter in an effort to determine if a mutually acceptable agreement can be reached that would avoid the need for such termination (during which time, BMS shall not be obligated to voluntarily terminate the Six-Party Japan Commercial Agreement pursuant to Section 14.5 thereof). It is further understood that the term “commercially unreasonable” shall be based on the facts and circumstances then prevailing with respect to Final Product in Japan (including, without limitation, the Parties’ experience under the Six-Party Japan Commercial Agreement and the relative return on the resources that ImClone is devoting to performing its obligations under the Six-Party Japan Commercial Agreement) and shall not take into consideration more financially favorable or beneficial commercial terms that would be available to ImClone (whether by co-commercializing with a Third Party, granting Merck exclusive co-commercialization rights, or co-commercializing itself with Merck) if the Six-Party Japan Commercial Agreement were to terminate. For the avoidance of doubt, if the parties do not agree as to whether such commercially unreasonable circumstances exist, the matter shall be settled by arbitration pursuant to the terms of Section 16.13(a) of the BMS-ImClone Commercial Agreement.
Sample 1
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Related to Termination by BMS/BMKK

  • Termination by Bank If the Bank, or its successor in interest by merger, or its transferee in the event of a purchase in an assumption transaction (for reasons other than Executive's death, disability, or Cause) (1) terminates Executive's employment within one year following a Change in Control (as defined below), or (2) terminates Executive's employment before the Change in Control but on or after the date that any party either announces or is required by law to announce any prospective Change in Control transaction and a Change in Control occurs within six months after the termination, the Bank will provide Executive with the payment and benefits described in Section 9(d)(3) below.

  • Termination by Owner Owner may also terminate this Agreement at any time before Contractor begins the Work and notifies Owner in writing of such commencement if (1) Owner sells the property on which the Work is being performed or (2) the economic climate does not warrant proceeding with the project of which the Work is a part. In such circumstance, Contractor shall be entitled to receive that portion of the Contract Price earned by Contractor for Work performed to the satisfaction of Owner less any payments made before the date this Agreement is terminated. Contractor shall not be entitled to any additional compensation or damages as a result of termination of this Agreement pursuant to this Paragraph 12(c).

  • Termination by Buyer This Agreement and the transaction contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by Buyer, if:

  • Termination by Seller This Agreement may be terminated by Seller and the purchase and sale of the Station abandoned, if Seller is not then in material default, upon written notice to Buyer, upon the occurrence of any of the following:

  • Termination by Xxxxxx This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by Parent:

  • Termination by You In the event of an Employment Separation as a result of a termination by you for any reason, you must provide the Company with at least 14 days advance written notice ("Notice of Termination") and continue working for the Company during the 14-day notice period, but only if the Company so desires to continue your employment and to compensate you during such period. In the event of such termination under this Section, the Company will pay you the earned but unpaid portion of your Basic Salary through the termination date.

  • Termination by Sellers This Agreement may be terminated at any time prior to the Closing Date by Sellers as follows:

  • Termination by Parent This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by Parent if:

  • Termination by Contractor If Owner shall at any time: (i) fail to pay any undisputed amount; (ii) fail to materially comply with any of its material obligations under this Agreement (but only to the extent such material failure and the impact thereof is not subject to adjustment by Change Order as set forth in Section 6.2); or (iii) experience an Insolvency Event (each of the foregoing being an “Owner Default”) then, Contractor has the right (without prejudice to any other rights under the Agreement) to provide written notice to Owner specifying the nature of the Owner Default and demanding that such Owner Default be cured. If: (a) with respect to clause (i) Owner fails to cure such Owner Default within thirty (30) Days after receipt of such notice; (b) with respect to clause (ii), (1) Owner fails to cure such Owner Default within forty-five (45) Days after receipt of such notice or, (2) if the Owner Default cannot be cured within such forty five (45) Day period through the diligent exercise of all commercially practicable efforts, Owner fails to diligently exercise all commercially practicable efforts to cure such condition or fails to cure such condition within ninety (90) Days after receipt of such notice to cure such Owner Default; or (c) Owner experiences an Insolvency Event, Contractor may, in the event of (a), (b) or (c), at its sole option and without prejudice to any other rights that it has under this Agreement, and upon notice to Owner, terminate this Agreement. In the event of such termination under this Section 16.5, Contractor shall have the rights (and Owner shall make the payments) provided for in Section 16.2 in the event of an Owner termination for convenience.

  • Termination by Consultant Consultant may terminate Consultant's engagement under this Agreement for any reason provided that Consultant gives Company at least thirty (30) days' notice in writing. Company may, at its option, accelerate such termination date to any date at least two weeks after Consultant's notice of termination. Company may, at its option, relieve Consultant of all duties and authority after notice of termination has been provided. All compensation, payments and unvested benefits will cease on the termination date.

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