Termination by Celgene Pursuant to Section Sample Clauses

Termination by Celgene Pursuant to Section. 11.3 or 11.4. In the event of termination of this Agreement with respect to any one or more Programs conducted hereunder or in its entirety by Celgene pursuant to Sections 11.3 or 11.4, notwithstanding anything contained in this Agreement to the contrary, upon the effective date of such termination:
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Termination by Celgene Pursuant to Section. 12.3 or 12.5. In the event of termination of this Agreement with respect to all or one or more Selected Targets by CELGENE pursuant to Section 12.3 or 12.5, the following shall apply:
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Termination by Celgene Pursuant to Section. 8.3, 8.4, or 8.5. In the event this Celgene Lead Co-Co Agreement is terminated by Celgene pursuant to Section 8.3, 8.4, or 8.5, then (a) all rights and obligations of the Parties under this Celgene Lead Co-Co Agreement shall terminate, except (i) the licenses granted in Section 6.1.1, (ii) Celgene’s payment obligations (subject to clause (c) below) and the audit rights set forth in Article 6, and (iii) Section 8.9, shall, in each of cases (i) through (iii), survive such termination, (b) Jounce shall return any Confidential Information of Celgene pursuant to Article 8 of the Master Collaboration Agreement that is not necessary to practice any licenses retained by Jounce following such termination under this Celgene Lead Co-Co Agreement, another Development & Commercialization Agreement or the Master Collaboration Agreement, and (c) all payments due to Jounce pursuant to Article 6 that accrue on or after the effective date of such termination shall be reduced by all costs and losses as finally awarded to Celgene and all reasonable and CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. documented expenses incurred by Celgene as a result of Jounce’s breach of this Celgene Lead Co-Co Agreement; unless such termination of this Celgene Lead Co-Co Agreement is pursuant to a breach of Section 2.7, 6.9 or 9.4, in which case Celgene shall have the right to take, as its exclusive remedy for such breach, one of the following three alternatives: (x) a reduction of all payments due to Jounce under this Celgene Lead Co-Co Agreement by [***], (y) the reductions in payments described in (c) above, or (z) seek and recover all damages and other remedies available under applicable Law.
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Termination by Celgene Pursuant to Section. 9.3, 9.4 or 9.5. In the event this License Agreement is terminated by Celgene pursuant to Section 9.3, 9.4 or 9.5, then (a) subject to Section 9.10, all rights and obligations of the Parties under this License Agreement shall terminate, except (i) the licenses granted in Sections 6.1.1 and 6.1.2, (ii) Celgene’s payment obligations set forth in Article 5, and (iii) Section 9.10, shall, in each of cases (i) through (iii), survive such termination, (b) each Party shall return or destroy any Confidential Information of the other Party pursuant to Article 8 of the Master Collaboration Agreement that is not necessary [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. to practice any licenses retained by either Party following such termination under this License Agreement, another Development & Commercialization Agreement or the Master Collaboration Agreement, and (c) [***], unless such termination of this License Agreement is [***].
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Termination by Celgene Pursuant to Section. 13.2 or 13.5. In the event CELGENE terminates this Agreement pursuant to Section 13.2 or 13.5, then:
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Related to Termination by Celgene Pursuant to Section

  • Pursuant to Section 6 2(a) of the Collateral Agency Agreement and subject to the conditions set forth in Section 13.1(b), the Initial Beneficiary hereby designates a portion of the Closed-End Units included in the Revolving Pool for allocation to a new Reference Pool, referred to as the "20[ ]-[ ] Reference Pool," within the Closed-End Collateral Specified Interest. Upon the effectiveness of this Exchange Note Supplement, the Initial Beneficiary shall direct the Titling Trustee and the Closed-End Collateral Agent to allocate or cause to be identified and allocated on their respective books and records the "20[ ]-[ ] Reference Pool," to be separately accounted for and held in trust independently from any other Asset Pool. Such Reference Pool shall initially include the Closed-End Units identified on Schedule 1 to this Exchange Note Supplement, which Closed-End Units shall belong exclusively to the 20[ ]-[ ] Reference Pool, and all other Titling Trust Assets to the extent related to such Closed-End Units (other than cash which does not constitute Closed-End Collections received after the Cut-Off Date, as specified in Section 13.2(a)(iii)); provided, that, any Closed-End Collections received on or prior to the Cut-Off Date for any such Closed-End Units identified on Schedule 1 shall not be allocated to the 20[ ]-[ ] Reference Pool.

  • Pursuant to Section 4 01, any amounts collected by a Servicer or the Master Servicer under any insurance policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or released to the Mortgagor in accordance with the related Servicing Agreement) shall be deposited into the Distribution Account, subject to withdrawal pursuant to Section 4.03. Any cost incurred by the Master Servicer or the related Servicer in maintaining any such insurance (if the Mortgagor defaults in its obligation to do so) shall be added to the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so permit; provided, however, that the addition of any such cost shall not be taken into account for purposes of calculating the distributions to be made to Certificateholders and shall be recoverable by the Master Servicer or such Servicer pursuant to Sections 4.01 and 4.03.

  • Pursuant to Section 3 03 of the Indenture Supplement, on each Distribution Date, the Indenture Trustee shall deposit into the Class A(2017-3) Interest Funding sub-Account the portion of Card Series Finance Charge Amounts allocable to the Class A(2017-3) Notes.

  • Pursuant to Section 2.1 of this Agreement, the Seller conveyed to the Trust all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement including the Seller’s rights under the Purchase Agreement and the delivery requirements, representations and warranties and the cure or repurchase obligations of AmeriCredit thereunder. The Seller hereby represents and warrants to the Trust that such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations of AmeriCredit under the Purchase Agreement. Any purchase by AmeriCredit pursuant to the Purchase Agreement shall be deemed a purchase by the Seller pursuant to this Section 3.2 and the definition of Purchased Receivable.

  • Pursuant to Section 9 02 of the ------------ ------------------------- Existing Indenture, Section 4.09 of the Existing Indenture is hereby amended and restated in its entirety to read as follows:

  • Pursuant to Section 5 10 of the Credit Agreement, each Subsidiary Loan Party of the Borrower that was not in existence or not such a Subsidiary Loan Party on the date of the Credit Agreement is required to enter into the Guarantee Agreement as Guarantor upon becoming such a Subsidiary Loan Party. Upon the execution and delivery, after the date hereof, by the Administrative Agent and such Subsidiary of an instrument in the form of Annex I hereto, such Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor hereunder. The execution and delivery of any instrument adding an additional Guarantor as a party to this Agreement shall not require the consent of any Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.

  • Pursuant to Section 2 1.(b) of the Credit Agreement, the Borrower hereby requests that the Lenders make Revolving Loans to the Borrower in an aggregate principal amount equal to $ .

  • Amendment to Section 6 11. Section 6.11 is hereby amended in its entirety to read as follows:

  • Termination of Obligations to Effect Closing; Effects (a) The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows:

  • Amendment to Section 8 Section 8 of the Existing Credit Agreement is hereby amended by:

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