Termination of Agreement in Its Entirety Sample Clauses

Termination of Agreement in Its Entirety. Celgene may, in its sole discretion, exercisable at any time during the Term, terminate this Agreement in its entirety for any reason or no reason at all, effective, subject to Section 11.3.3, upon one hundred twenty (120) days written notice to GlobeImmune.
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Termination of Agreement in Its Entirety. Monopar may, in its sole discretion, exercisable at any time during the Term, terminate this Agreement in its entirety for any reason or no reason at all, upon [***] written notice to Onxeo.
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Termination of Agreement in Its Entirety. GSK may, in its sole discretion, exercisable at any time during the Term, terminate this Agreement in its entirety for any reason or no reason at all, upon one hundred and twenty (120) days written notice to OncoMed.
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Termination of Agreement in Its Entirety. At any time following expiration or termination (as provided for in this Article 13) of the Full Research Program Term, Merck shall have the right to terminate this Agreement in its entirety (with or without cause) at any time other than during the conduct of a Clinical Study with respect to any Program Compound or Product (except that Merck may terminate this Agreement in its entirety during the conduct of a Clinical Study if a Safety Issue arises during such study), by giving: (i) [*] advance written notice to NGM when no Optioned Product exists as of such time, or there is no NGM Optioned Product as of such time; and (ii) [*] advance written notice to NGM when there is one or more NGM Optioned Products existing as of such time, in each case, which notice will indicate whether the termination of this Agreement with respect to any given Optioned Product is the result of a Safety Issue; provided, that, in the event that Merck indicates that there exists a Safety Issue with respect to a particular Optioned Product terminated as a result of such termination in the entirety, Section 13.7 shall apply. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
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Termination of Agreement in Its Entirety. BSP may, in its sole discretion, exercisable at any time during the Term, terminate this Agreement in its entirety for any reason or no reason at all, upon one hundred and eighty (180) days written notice to OncoMed.
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Termination of Agreement in Its Entirety or as to Particular Collaboration Compounds, Candidate Drugs or Products by AstraZeneca in accordance with Section 11.2.3. If this Agreement is terminated by AstraZeneca pursuant to Section 11.2.3 (x) in its entirety or (y) with respect to one or more Collaboration Compounds, Candidate Drugs or Products: (a) if terminated pursuant to clause (x) above, all Collaboration Candidates, Active+ Compounds, Collaboration Compounds, Candidate Drugs (other than Working Licensed Derivatives) and Products (other than products containing Working Licensed Derivatives) as of the effective date of termination (if any) shall be Terminated Compounds, or, if terminated with respect to one or more Collaboration Compounds, Candidate Drugs or Products pursuant to clause (y) above, solely such terminated Collaboration Compound(s), Candidate Drug(s) or Product(s) shall be Terminated Compound(s); (b) if terminated with respect to one or more Collaboration Compounds, Candidate Drugs or Products pursuant to clause (y) above, the licenses granted pursuant to Sections 8.1.1, 8.1.2, 8.1.3 and 8.1.6 shall survive such termination (provided that, for purposes of clarity, such licenses do not apply to Terminated Compound(s)) in the Territory; (c) if terminated with respect to one or more Collaboration Compounds, Candidate Drugs or Products pursuant to clause (y) above, the licenses granted by AstraZeneca to Targacept pursuant to Sections 8.2.1 and 8.2.2 (except with respect to such Terminated Compound(s)) shall survive such termination; (d) upon the request of Targacept, and provided that Targacept has (1) obtained insurance coverage in the amounts, and provided AstraZeneca with a certificate of insurance (if requested) as, required under Section 13.4.2, and (2) if terminated pursuant to clause (x) above, satisfied the obligations set forth in Section 11.3.2(e), AstraZeneca shall, and does hereby automatically, grant to Targacept, subject to the royalty obligations in Section 11.4.1, if any, with respect to each Terminated AZ Compound, a worldwide license, with the right to grant sublicenses: (i) under the Product Trademarks Controlled by AstraZeneca that are solely applicable to such Terminated AZ Compound, which grant shall be exclusive; (ii) under AstraZeneca Patent Rights and AstraZeneca’s interest in Joint Patent Rights in a country in the Territory (but, with respect to each Terminated AZ Compound[********] (A) is [********] such Terminated AZ Compound, in each case as of the date [...
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Termination of Agreement in Its Entirety. (i) Upon any termination of this Agreement in its entirety by G&W pursuant to Section 14.2 or by Liquidia pursuant to Section 14.4, 14.5 or 14.6, the following shall apply: (1) all rights and licenses granted by Liquidia hereunder shall immediately terminate; (2) all rights and licenses granted by G&W shall immediately terminate; and (3) the provisions of Section 14.8 shall apply. (ii) Upon any termination of this Agreement in its entirety by G&W pursuant to Section 14.3 or 14.5, then (1) all rights and licenses granted by G&W hereunder shall immediately terminate, and (2) all rights and licenses granted by Liquidia hereunder shall immediately terminate.
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Termination of Agreement in Its Entirety. GSK may, in its sole discretion, exercisable at any time during the Term, terminate this Agreement in its entirety for any reason or no reason at all, upon [********] written notice to EPIX.
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Termination of Agreement in Its Entirety. For clarity, a termination of this Agreement in its entirety shall be deemed a termination with respect to all Projects, and in the event of a termination of this Agreement in its entirety, all Collaboration Targets shall immediately become Terminated Collaboration Targets.
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Related to Termination of Agreement in Its Entirety

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • Termination of Existing Agreement The Existing Agreement is hereby terminated and replaced and superseded by this Agreement, effective August 1, 2001. All payments, of Base Salary or otherwise, made by the Company under the Existing Agreement with respect to any period commencing on or after August 1, 2001 shall be credited against the corresponding payment obligations of the Company under this Agreement.

  • Termination of Agreements (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, each of UTC, Carrier and Otis and each member of their respective Groups hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or any member of such Party’s Group, on the one hand, and another Party and/or any member of such other Party’s Group, on the other hand, effective as of the applicable Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective Time. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

  • Termination of Agreement; Survival (a) The Underwriters may terminate their obligations under this Agreement, by notice to the Depositor, at any time at or prior to the Closing Date (i) if there has been, since the date of this Agreement or since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, Xxxxx Fargo Bank or any other Mortgage Loan Seller whether or not arising in the ordinary course of business, (ii) if there has occurred any outbreak of hostilities or escalation thereof or other calamity or crisis the effect of which is such as to make it, in the reasonable judgment of any Underwriter, impracticable or inadvisable to market the Registered Certificates or to enforce contracts for the sale of the Registered Certificates, (iii) if trading in any securities of the Depositor or of Xxxxx Fargo Bank has been suspended or limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or on the NASDAQ National Market or the over the counter market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, (iv) if a banking moratorium has been declared by either federal or New York authorities, or (v) if a material disruption in securities settlement, payments or clearance services in the United States or other relevant jurisdiction shall have occurred and be continuing on the Closing Date, or the effect of which is such as to make it, in the reasonable judgment of such Underwriter, impractical to market the Registered Certificates or to enforce contracts for the sale of the Registered Certificates. (b) If this Agreement is terminated pursuant to this Section 12, such termination shall be without liability of any party to any other party, except as provided in Section 11 or Section 12(c) hereof. (c) The provisions of Section 5(e) hereof regarding the payment of costs and expenses and the provisions of Sections 8 and 9 hereof shall survive the termination of this Agreement, whether such termination is pursuant to this Section 12 or otherwise.

  • Termination of Existing Agreements Any previous employment agreement between Executive on the one hand and Employer or any of Employer’s Affiliates (as hereinafter defined) on the other hand is hereby terminated.

  • Term; Termination of Agreement This Agreement shall continue in force for a period of one year from the date hereof, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Independent Directors to evaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.

  • Termination of Existing Credit Agreement Receipt by the Administrative Agent of evidence that the Existing Credit Agreement concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement concurrently with the Closing Date are being released.

  • Early Termination of Agreement This agreement may be terminated at any time upon a thirty (30) day written notice from either party, and without fault or claim for damages by either party.

  • Termination of Agent The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 31, all of its rights and obligations under this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date of such termination. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBI, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBI, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.

  • Termination of Agreement for Cause 5.1.1. If A/E breaches any of the covenants or conditions of this AGREEMENT, COUNTY shall have the right to terminate this AGREEMENT upon ten (10) days written notice prior to the effective day of termination. 5.1.2. A/E shall have the opportunity to cure the alleged breach prior to termination. 5.1.3. In the event the alleged breach is not cured by A/E prior to termination, all work performed by A/E pursuant to this AGREEMENT, which work has been reduced to plans or other documents, shall be made available to COUNTY.

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