Termination by Licensee for Cause. In the event this Agreement is properly terminated by Licensee under Section 12.03(a), Licensee’s license pursuant to Section 2.01 shall become a fully paid-up, perpetual license; and, subject, however, to the provisions of Section 12.04, Licensee shall owe no further payments to Merck pursuant to Article VII or otherwise under this Agreement.
Termination by Licensee for Cause. Licensee may terminate this Agreement for cause with immediate effect. A cause may especially be assumed in the event that Licensee cannot, under the circumstances of the specific case and weighing the interests of both Parties, reasonably be expected to continue the contractual relationship until the end of the Term pursuant to Section 10.1 or the end of the notice period pursuant to Section 10.3. A cause may also especially be assumed in the event that: ライセンス取得者による正当な理由による解約：正当な理由がある場合、ライセンス取得者は本契約を直ちに解約させることができる。ライセンス取得者が、特定の事例の状況下で両当事者の利益を考慮し、第10.1条に基づく期間の終了または第10.3条に基づく通知期間の終了まで契約関係を継続することが合理的に期待できない場合は特に、それが正当な理由となると想定することができる。また、以下のような場合も正当な理由となり得る。 Licensee holds a valid FSC Certification. ライセンス取得者が有効なFSC認証を取得した場合。
Termination by Licensee for Cause. Subject to the provisions of Section 4.6, the Licensee shall have the right to terminate this Agreement and all Licenses granted hereunder on sixty (60) Days' written notice to the County in the event of any of the following:
4.5.1. The County Network is constructed or maintained in violation of any law or in aid of an unlawful act or undertaking.
4.5.2. The County fails to comply with any of the terms and conditions of this Agreement, or defaults in any of its obligations thereunder.
4.5.3. Any authorization, permission or right that may be required by any governmental or private authority for the construction, operation and maintenance of the County Network is denied, revoked, terminated or cancelled.
4.5.4. The breach of any of the representations or warranties set forth in Article 8 below.
4.5.5. Any other acts, events, omissions or matters which pursuant to any other section of this Agreement specifically provide the Licensee a right to terminate this Agreement.
Termination by Licensee for Cause. The Licensee may terminate this Agreement, without penalty or legal liability, upon written notice for the breach by Licensor of any material term, condition or provision of this Agreement, if such breach is not cured within any time period specified in the notice of breach or any subsequent notice delivered by Licensee to Licensor, assuming cure is feasible. The Licensee’s right to terminate this Agreement shall be in addition to and not exclusive of other remedies available to the Licensee.
Termination by Licensee for Cause. Upon the occurrence of any Licensor Event of Default, Licensee may, at its option, and without waiving its rights hereunder or any other rights available at Law or in equity, including its rights to damages, terminate this Agreement and all of Licensor’s rights hereunder effective immediately upon the date Licensee delivers written notice of termination, upon such other date as may be set forth in such notice of termination, or upon the occurrence of or the lapse of the specified cure period following any one of the following “Licensor Events of Default:”
(1) If Licensor applies for or consents to the appointment of a receiver, judicial manager, trustee or liquidator of all or a substantial part of its assets, files a voluntary petition in bankruptcy, or admits in writing its inability to pay its debts as they come due, makes a general assignment for the benefit of creditors, files a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or files an answer admitting the material allegations of a petition filed against Licensor in any bankruptcy, reorganization or insolvency proceeding, or if any order, judgment or decree shall be entered by any court of competent jurisdiction on the application of a creditor, adjudicating Licensor a bankrupt or insolvent or approving a petition seeking reorganization of Licensor or appointing a receiver, trustee or liquidator of Licensor or of all or a substantial part of the assets of Licensor, and any such order, judgment, or decree shall continue unstayed and in effect for any period of sixty (60) consecutive days;
(2) If Licensor is convicted of or pleads guilty (or the equivalent) to a felony, or any other crime or offense (even if not a crime), that is reasonably likely, in Licensee’s reasonable opinion, to affect adversely the Hotel or Licensee’s, goodwill or rights under this Agreement;
(3) If Licensor is failing to maintain any Permits required to be held by it or to comply with any Laws applicable to Licensor regarding the operation of the Hotel which would materially adversely affect the Licensed Rights or the ability of Licensee to comply with the provisions of this Agreement, and Licensor does not cure such failure within thirty (30) days of Licensor’s receipt of notice of such failure, or such longer period as permitted by the applicable Laws or Governmental Authority (up to a maximum of 180 days), provided that in case of any failure of Licensor...
Termination by Licensee for Cause. If Licensee has the right to terminate this Agreement pursuant to Section 13.2 or Section 17.4, then Licensee may, by written notice to Pfizer sent on, before, or reasonably after the applicable cure period, elect to continue this Agreement or terminate this Agreement, with the consequences set forth in either Section 13.5.1(a) or Section 13.5.1(b), as applicable:
Termination by Licensee for Cause. In the event this Agreement is properly terminated by Licensee under Section 12.4(a), Licensee’s license pursuant to Section 2.1 shall become a fully paid-up, perpetual license and the payments to be made to Schering by Licensee hereunder shall be reduced by [ * ]. Notwithstanding the preceding sentence, Licensee shall be responsible for the full amount of all payments due and owed to Schering prior to any written notice of termination.
Termination by Licensee for Cause. In the event that Licensee terminates this Agreement pursuant to Section 13.2, the following shall apply:
Termination by Licensee for Cause. In the event this Agreement is properly terminated by Licensee under Section 12.03(a), Licensee’s license pursuant to Section 2.01(a) shall become a fully paid-up, royalty-free, irrevocable, perpetual license.
Termination by Licensee for Cause. In the event this Agreement is properly terminated by Licensee under Section 12.03(a), Licensee’s license pursuant to Section 2.01 shall become a fully paid-up, perpetual license; provided that all payments due to Merck pursuant to Sections 7.02 and 7.03 after the effective date of termination shall be reduced by [**] percent ([**]%) and Licensee continues to make such reduced payments to Merck. **CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.
