Termination by Eagle Sample Clauses

Termination by Eagle. This Agreement may be terminated by Eagle: (i) If Sandoz shall fail to pay any amount due under the Agreement within [*] after such amount becomes due and payable, and Sandoz has not cured such breach within [*] after receipt of such written notice from Eagle to cure such breach, in which event termination shall be effective after such [*]; or (ii) If Sandoz shall be in breach of any material obligation hereunder (other than a payment obligation), and has not cured such breach within [*] after receipt of a notice from Eagle requesting the correction of such breach (unless such breach is by its nature not susceptible of being cured or the giving of such notice would be futile or impracticable, in which event no notice shall be necessary). Such termination shall be effective upon the occurrence of such breach or, if a right to cure exists, upon failure of Sandoz to cure such breach within the specified time period; or (iii) Upon the filing or institution of any bankruptcy, reorganization, liquidation or receivership proceedings by Sandoz, or upon the failure by Sandoz for more than ninety (90) days to discharge or obtain the dismissal of any such actions filed against it. Such termination shall be effective upon receipt of notice from Eagle; or (iv) If a Force Majeure Event affecting the performance of Sandoz specified in Article 10 shall continue for more than [*]. Such termination shall be effective upon receipt of notice from Eagle.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Termination by Eagle. (a) Eagle may terminate this Agreement upon written notice to SymBio, on a Licensed Product-by-Licensed Product basis, for a Licensed Product if SymBio discontinues material Development and Commercialization of such Licensed Product for a period of [ * ], unless such Development or Commercialization of such Licensed Product was prevented by (i) a Force Majeure event or the requirements of a Regulatory Authority for which SymBio provided notice pursuant to Section 16.2 or (ii) any failure by Eagle to comply with its obligations under this Agreement or the Supply Agreement. Such termination shall go into effect on the date specified in the applicable termination notice. (b) Eagle may terminate this Agreement in its entirety, upon written notice to SymBio, if SymBio or any of its Affiliates or sublicensees (directly or indirectly, individually or in association with any other Person) institutes an administrative or judicial proceeding challenging the validity, enforceability, patentability, priority of invention or other claim to priority, patent term adjustment or scope of any Eagle Patent, or assists, encourages, finances, or otherwise provides any information to any other Person engaging in any such challenge. Such termination shall go into effect on the date specified in the applicable termination notice. Notwithstanding the foregoing, nothing shall restrict SymBio from challenging, in any dispute under this Agreement between the Parties, whether any Licensed Product or the Development, Manufacture or Commercialization thereof is Covered by any Eagle Patent, and such challenge shall not constitute a basis for termination of this Agreement pursuant to this Section 13.3(b).
Sample 1
Termination by Eagle. [***] Eagle shall have the right to terminate this Agreement, [***] prior written notice to AOP. Notwithstanding any other provision of this Agreement, during this [***], AOP shall have [***]. 259471241 v2
Sample 1
Termination by Eagle. 15.5.1 In the event of [ * ], Eagle will have the right to terminate this Agreement upon written notice to Cephalon, such termination to be effective upon Cephalon’s receipt of payment under [ * ]. 15.5.2 Eagle shall have the right to terminate this Agreement [ * ] upon written notice to Cephalon if Cephalon or its Affiliates, directly or indirectly: [ * ].
Sample 1
Termination by Eagle. Eagle shall have the right to terminate this Agreement, in its entirety or on a country-by-country basis or Licensed Product-by-Licensed Product basis, for convenience, without cause, and for any or no reason prior to the First Commercial Sale of the first Licensed Product on not less than ninety (90) days’ prior written notice to Combioxin, and thereafter, on not less than one hundred and eighty (180) days’ prior written notice to Combioxin.
Sample 1
Termination by Eagle. 15.5.1 In the event of both (a) a decision by CMS resulting in no unique J-Code for EP-3102 or administrative action or decision by CMS or any MAC that negates the effect of obtaining a unique J-Code (except to the extent directly a result of Eagle’s material breach of its obligations under Section 4.1) and (b) a launch in the Territory of any Generic Rapid Product or Generic Equivalent by a Third Party, then (i) Cephalon’s obligations under Section 5 shall immediately cease, and (ii) subject to Section 15.8.4, Eagle will have the right to terminate this Agreement upon written notice to Cephalon, such termination to be effective upon Cephalon’s receipt of payment under 15.8.4. 15.5.2 Eagle shall have the right to terminate this Agreement immediately upon written notice to Cephalon if Cephalon or its Affiliates, directly or indirectly: (a) challenges the validity, enforceability, patentability, priority of invention or other claim to priority, infringement or patent term adjustment of any of the Eagle Patent Rights in any reexamination, inter partes proceeding, protest, observation, comment, opposition, post grant proceeding, inter partes review, interference or other action or proceeding in the United States Patent and Trademark Office (“USPTO”) or any United States court proceedings or submit or cause, in any manner, to be submitted, any correspondence or communication with the USPTO with respect to the Eagle Patent Rights, in each case, solely with respect to EP-3102 and the Eagle RTD Product in the Territory; or (b) assists, encourages, finances, or otherwise provides any information to any Third Party in any such proceeding under the foregoing clause (a) with respect to EP-3102 and the Eagle RTD Product in the Territory. Notwithstanding the foregoing, this Section 15.5.2 shall not apply to or restrict any of Cephalon or its Affiliates from (A) challenging the Eagle Patent Rights with respect to any product other than EP-3102 and the Eagle RTD Product, (B) relying in any way on a Final Court Decision finding one or more claim of the Eagle Patent Rights to be invalid, unenforceable or not infringed, (C) responding in good faith to any lawfully issued subpoena calling for Cephalon or an Affiliate of Cephalon to provide documents or testimony, and (D) relying on this Agreement to show a license, waiver or covenant not to xxx has been granted in response to a proceeding for infringement of the Eagle
Sample 1
Termination by Eagle 
Sample 1Sample 2Sample 3See All (18)
AutoNDA by SimpleDocs

Related to Termination by Eagle

  • 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 Us We may terminate this Contract with 30 days’ written notice as follows: 1. For Non-payment of Premiums. Premiums are to be paid by the Subscriber to Us on each Premium due date. While each Premium is due by the due date, there is a grace period for each Premium payment. If the Premium payment is not received by the end of the grace period, coverage will terminate as follows: • If the Subscriber fails to pay the required Premium within a 30-day grace period, this Contract will terminate retroactively back to the last day Premiums were paid. The Subscriber will be responsible for paying any claims submitted during the grace period if this Contract terminates. 2. Fraud or Intentional Misrepresentation of Material Fact. If the Subscriber has performed an act that constitutes fraud or made an intentional misrepresentation of material fact in writing on his or her enrollment application, or in order to obtain coverage for a service, this Contract will terminate immediately upon a written notice to the Subscriber from Us. If termination is a result of the Subscriber’s action, coverage will terminate for the Subscriber and any Dependents. If termination is a result of the Dependent’s action, coverage will terminate for the Dependent. 3. If the Subscriber no longer lives, or resides in Our Service Area.

  • Termination by Xxxxx 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 Xxxxxx 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 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 Employer (i) Employer may terminate this Agreement upon written notice for Cause. For purposes hereof, "Cause" shall mean (A) engaging by the Employee in conduct that constitutes activity in competition with Employer; (B) the conviction of Employee for the commission of a felony; and/or (C) the habitual abuse of alcohol or controlled substances. Notwithstanding anything to the contrary in this Section 10(a)(i), Employer may not terminate Employee's employment under this Agreement for Cause unless Employee shall have first received notice from the Board advising Employee of the specific acts or omissions alleged to constitute Cause, and such acts or omissions continue after Employee shall have had a reasonable opportunity (at least 10 days from the date Employee receives the notice from the Board) to correct the acts or omissions so complained of. In no event shall alleged incompetence of Employee in the performance of Employee's duties be deemed grounds for termination for Cause.

  • Termination by Xxxxxxx 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 Employee In the event Employee terminates this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s notice.

  • Termination by City City reserves the right to terminate this Agreement at any time, with or without cause, upon written notice to Consultant. Upon receipt of any notice of termination from City, Consultant shall immediately cease all services hereunder except such as may be specifically approved in writing by City. Consultant shall be entitled to compensation for all services rendered prior to receipt of City's notice of termination and for any services authorized in writing by City thereafter. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may take over the work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the services required hereunder, including costs incurred by City in retaining a replacement consultant and similar expenses, exceeds the Budget.

  • Termination by You You may cancel your acceptance of this Contract by delivering notice to XOOM by way of mail, fax, e-mail or by personal delivery, in the following circumstances: a. without cost or penalty for any reason within ten (10) days after a copy of this Contract, signed by you as a written agreement or acknowledged online over the internet, is received by us; b. without cost or penalty within ten (10) days after you receive a copy of this Contract, if you entered into this Contract during a Recorded Call; c. without penalty within sixty (60) days after the date you receive your first bill from us if this Contract was entered into during a Recorded Call, provided that you will still be required to pay for any Energy consumed while under this Contract with us; d. without cost or penalty if another marketing contract presently exists for the supply of Energy to your Site (except where the existing marketing contract is to expire on or before the start of this Contract); or e. without penalty within one (1) year from the date this Contract is entered into if we (i) do not set out in this Contract a specified or ascertainable date on which the supply of Energy services is to begin; (ii) do not begin the supply of Energy within thirty (30) days of the specified or ascertainable start date on which the supply of Energy is to being (unless you expressly authorize the late start); or (iii) were not properly licensed by the Government of Alberta when we entered into this Contract, provided that you will still be required to pay for any Energy consumed while under this Contract with us. Notwithstanding the above, you may otherwise terminate this Contract without penalty for any other reason at any time on thirty (30) days notice. To provide notice of termination to XOOM Energy Canada, ULC, please use one of the following addresses: Address: 00000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000 Email: xxxxxxxxxxxx@xxxxxxxxxx.xx Fax: 000-000-0000 Please read the entirety of this Section 4 to understand the terms and conditions with respect to termination.

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