TERMINATION OF RIGHT TO TERMINATE FOR FAILURE TO ACHIEVE MILESTONES IN THE MG AGREEMENT AND THE GT AGREEMENT Sample Clauses

TERMINATION OF RIGHT TO TERMINATE FOR FAILURE TO ACHIEVE MILESTONES IN THE MG AGREEMENT AND THE GT AGREEMENT. Mitsubishi hereby waives any and all rights to terminate the MG Agreement and the GT Agreement due to TBC or its sublicensee's failure to comply with the milestone timeline requirements set forth in Section 5.1 of the GT Agreement, or the milestone timeline requirements set forth in the June 30, 1995 Extension Agreement between Mitsubishi, Genentech and TBC ("Extension") and the July 10, 1996 Understanding between Mitsubishi and TBC ("Understanding"), or the milestone timeline requirements of the MG Agreement as they relate to the filing for U.S. marketing approval by January 1, 1996, provided that TBC shall diligently pursue filing of a NDA in cooperation with SB and in accordance with SB's business, legal, medical and scientific judgment and SB's normal practices and procedures for compounds having similar technical and commercial potential. Said waiver is expressly understood to include any failure of TBC or its sublicensee to meet any of the requirements set forth in the preceding sentence whether they occur before or after the date of full execution of this MITSUBISHI-TBC-SB AGREEMENT. Mitsubishi further expressly consents that TBC has completely fulfilled the requirements set forth in the Understanding within the timelines set forth therein. Once the New Drug Application ("NDA") for HIT has been filed, TBC shall thereafter provide Mitsubishi with quarterly written updates on the progress of the NDA and all clinical studies in the Field.
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Related to TERMINATION OF RIGHT TO TERMINATE FOR FAILURE TO ACHIEVE MILESTONES IN THE MG AGREEMENT AND THE GT AGREEMENT

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  • EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT (a) This Agreement shall become effective as of the date first written above, and shall remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as set forth below. This Agreement shall automatically terminate in the event of its assignment or in the event of termination of the Investment Management Agreement.

  • ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment or in the event that the Investment Management Agreement between the Manager and the Fund shall have terminated for any reason; and this Agreement shall not be amended unless such amendment is approved at a meeting by the affirmative vote of a majority of the outstanding shares of the Fund, and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Fund who are not interested persons of the Fund or of the Manager or the Portfolio Manager.

  • Early Termination of Agreement Breach of Agreement (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of such TRA Party; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all TRA Parties, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

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  • Effectiveness of Representations; Survival Each party is entitled to rely on the representations, warranties and agreements of each of the other parties and all such representation, warranties and agreement will be effective regardless of any investigation that any party has undertaken or failed to undertake. Unless otherwise stated in this Agreement, and except for instances of fraud, the representations, warranties and agreements will survive the Closing Date and continue in full force and effect until one (1) year after the Closing Date.

  • Conditions Precedent to Effectiveness of this Agreement This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date:

  • Reservation of Right to Terminate Relationship Nothing contained in this Agreement shall restrict the right of the Company to terminate the relationship of the Optionee at any time, with or without cause. The termination of the relationship of the Optionee by the Company, regardless of the reason therefor, shall have the results provided for in Sections 3 and 4 of this Agreement.

  • Effectiveness, Duration and Termination of Agreement This Agreement shall become effective as of the first date above written. This Agreement shall remain in effect for two years, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (a) the vote of the Corporation’s Board of Directors, or by the vote of a majority of the outstanding voting securities of the Corporation and (b) the vote of a majority of the Corporation’s Directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. This Agreement may be terminated at any time, without the payment of any penalty, upon 60 days written notice, by the vote of a majority of the outstanding voting securities of the Corporation, or by the vote of the Corporation’s Directors or by the Adviser. This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). The provisions of Section 8 of this Agreement shall remain in full force and effect, and the Adviser and its representatives shall remain entitled to the benefits thereof, notwithstanding any termination or expiration of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 of this Agreement through the date of termination or expiration.

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