TERMINATION OF NAP PROJECTS Sample Clauses

TERMINATION OF NAP PROJECTS. The NAP Leaders shall endeavor to stage NAP Product development projects in reasonable phases, so that the parties may each make informed decisions about whether to continue each project based on the prospects for successful development and commercialization. Once a Development NAP Plan is approved pursuant to Section 3.3, each party shall be [ * ] with the development and commercialization of each NAP Product in accordance with such Development NAP Plan, unless such Development NAP Plan expressly provides otherwise. If at any time a party reasonably determines that the development of a NAP Product is [ * ], it shall promptly notify the other party in writing setting forth the basis for its determination. The parties shall promptly meet to discuss how to proceed with respect to such project taking into consideration the contributions and expectations of the parties with respect to the project, but shall be under no obligation to reach agreement with respect thereto. If the parties are unable to agree on an alternative course of action, they shall be [ * ] with the Development NAP Plan for such NAP Product. If either party should fail to substantially perform under and in accordance with an Approved NAP Plan, the other party may terminate such NAP Plan as provided in Section 8.4. Notwithstanding anything in this Agreement to the contrary, either party may elect at any time to cease developing, manufacturing, using or selling any Product that such party reasonably determines on advice of independent patent counsel approved by both parties, poses a substantial risk of infringing third party intellectual property rights.
Sample 1
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Related to TERMINATION OF NAP PROJECTS

  • 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 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 Facilities Declare the principal of and interest on the Loans, the Notes and the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents (including, without limitation, all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented or shall be entitled to present the documents required thereunder) and all other Obligations (other than Hedging Obligations), to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrower to request borrowings or Letters of Credit thereunder; provided, that upon the occurrence of an Event of Default specified in Section 12.1(j) or (k), the Credit Facility shall be automatically terminated and all Obligations (other than Hedging Obligations) shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or in any other Loan Document to the contrary notwithstanding.

  • Termination of 401(k) Plan The Company agrees to terminate its 401(k) plan immediately prior to the Closing, unless Parent, in its sole and absolute discretion, agrees to sponsor and maintain such plan by providing the Company with notice of such election at least five days before the Effective Time.

  • 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, SpinCo and each member of the SpinCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo and/or any member of the SpinCo Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which 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.

  • Termination of Facility The Borrowers may terminate this Agreement upon at least ten (10) Business Days’ notice (or such shorter period as agreed to by the Agent in its sole discretion) to the Agent, upon Full Payment of all Obligations (other than Bank Products that the applicable Lender chooses not to terminate and indemnity obligations that survive the termination of this Agreement and are not due and payable at such termination). On the effective date of termination of this Agreement, any Lender may terminate its and its Affiliates’ Bank Products.

  • Acceleration Termination of Facilities Declare the principal of and interest on the Loans, the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents (other than any Hedging Agreement) (including, without limitation, all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) and all other Obligations (other than Obligations owing under any Hedging Agreement), to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrower to request borrowings or Letters of Credit thereunder; provided, that upon the occurrence of an Event of Default specified in Section 12.1(i) or (j) with respect to the Credit Parties, the Credit Facility shall be automatically terminated and all Obligations (other than obligations owing under any Hedging Agreement) shall automatically become due and payable.

  • Termination of Contract This contract will terminate when all the following have occurred:

  • Termination of Covenants The covenants set forth in this Section 5, except for Subsections 5.7, 5.8 and 5.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

  • Termination of Contracts Neither the Company nor any of its Subsidiaries has sent or received any communication regarding termination of, or intent not to renew, any material contract or agreement referred to or described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus or filed as an exhibit to the Registration Statement, and no such termination or non-renewal has been threatened by the Company or any of its Subsidiaries or by any other party to any such contract or agreement.

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