Termination or Extension. 17 ARTICLE VIII--INVENTIONS AND PATENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 ARTICLE IX--WARRANTIES AND INDEMNIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 ARTICLE X--INDEPENDENT CONTRACTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 ARTICLE M--ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 ARTICLE XIII--GOVERNING LAW AND ARBITRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 ARTICLE XIV--NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 ARTICLE XIV--MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Termination or Extension. 7.1 This Agreement shall terminate on December 31, 1997, unless earlier terminated or extended for an additional one (1) year period by mutual written Agreement of the Parties. It is however understood that if Parties intend to extend this Agreement under the same terms and conditions as set forth herein such extension decision shall be agreed upon in writing no later than ninety (90) days before the aforementioned termination date.
7.2 If the Parties decide to modify terms and conditions of this Agreement, prior to its termination in order to effectuate an extension and/or renewal of this Agreement, seventy-five (75) days prior to the termination date of this Agreement, the Parties shall mutually consent in writing to extensions of this Agreement. The terms and conditions of such extensions are to be negotiated and agreed upon by the Parties within forty-five days (45) of such mutual consent, but in no event later than seventy-five (75) days after the such mutual consent.
7.3 Either SANOFI or CTRC may terminate this Agreement by notice in writing to the other if the other commits a material breach of this Agreement which, in the case of a breach capable of remedy, shall not have been remedied within thirty (30) days of the receipt by the other of notice identifying the breach and requiring its remedy.
7.4 If CTRC suffers a substantial inability to perform its obligations under this Agreement, the Parties will meet in good faith to determine if such deficiencies can be corrected in a reasonable period of time. If no reasonable correction is available, then SANOFI will have the right, upon three (3) months notice to terminate this Agreement. The Parties will, in good faith, decide if termination can be accomplished sooner, in a manner which will not disrupt CTRC's future business.
7.5 In the event of termination of this Agreement, the rights and obligations of the Parties which have accrued up to such time shall survive and remain enforceable, including, but not limited to Articles IV, V, VI, VIII of this Agreement.
Termination or Extension. This Agreement shall terminate upon the earlier of (i) three (3) years after the date hereof (Term), subject to automatic renewal as provided in Section 3.02; (ii) the (A) sale of more than fifty percent of the voting stock in the Company, or (B) the sale of all or substantially all of the assets of the Company, to a Person (as defined below)
Termination or Extension. (a) This Agreement will terminate if
(i) CANCERVAC gives [ * ] prior notice in writing of such termination to CT; or
(ii) Either Party reasonably determines that the Project is not scientifically or ethically viable; or
(iii) CT gives [ * ] prior notice in writing of such termination to CANCERVAC.
(b) CANCERVAC may immediately terminate this Agreement by giving written notice to CT if CT:
(i) commits a breach of any of the provisions of this Agreement which is incapable of being remedied to the reasonable satisfaction of CANCERVAC;
(ii) for any reason whatsoever becomes incapable, in the reasonable opinion of CANCERVAC, from performing its obligations under this Agreement;
(iii) fails to remedy, to the reasonable satisfaction of CANCERVAC, a breach or default of any of the provisions of this Agreement which is, in the opinion of CANCERVAC, capable of being remedied, within [ * ] of receiving a notice from CANCERVAC of that breach or default; or
(iv) is the subject of an Insolvency Event.
(c) CT may immediately terminate this Agreement by giving written notice to CANCERVAC if CANCERVAC:
(i) commits a breach of any of the provisions of this Agreement which is incapable of being remedied to the reasonable satisfaction of CT;
(ii) fails to remedy, to the reasonable satisfaction of CT a breach or default of any of the provisions of this Agreement which is, in the [ * ] = 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 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. opinion of CT, capable of being remedied, within [ * ] of receiving a notice from CT of that breach or default; or
(iii) is the subject of an Insolvency Event.
(d) A Party is not liable for any failure or delay in performance of any obligations under this Agreement, including (but not limited to) Loss of Material, if all of the following conditions are satisfied:
(i) the failure or delay arose from Force Majeure; and
(ii) the Party took all reasonable precautions against that Force Majeure and did its best to limit its consequences. This does not require the Party to settle a labour dispute if, in the Party’s opinion, that is not in its best interests; and
(iii) the Party gave the other Parties notice of the Force Majeure as soon as practicable after becoming aware of it.
(e) If the Force Majeure and the resulting failure or delay lasts for more than [ * ] then...
Termination or Extension. (a) This Agreement shall terminate in any event upon the earlier of (i) three (3) years after the date hereof; (ii) the sale of the Company to an outside third party; (iii) a merger with other company or a third party which will own more than 35% of the combined business; (iv) the Beneficiaries own less than 19% of the non-diluted shares of the Company; (v) J.T. Lin is not an Employee, Officer or Director of the Company; (vi) txx xxxxxation of the maximum permitted term of voting trusts under the Delaware Business Corporation Law (such period defined as the "Term"); provided, however, that this Agreement will be automatically renewed thereafter on the same terms and conditions for successive Terms with respect to each Beneficiary unless the Beneficiary gives written notice to the Trustee of its desire not to consent to such renewal, which notice shall be delivered to the Trustee not earlier than one (1) year, and not later than sixty (60) days, prior to the end of the Term then in effect.
(b) In the event of such extension, the Trustee shall, prior to the expiration as hereinabove provided, as originally fixed, or as theretofore extended, as the case may be, file in the principal executive office of the Company a copy of an agreement extending the expiration date of this Agreement and thereupon the duration of this Agreement shall be extended for the period fixed by such extension agreement; provided, however, that no such extension agreement shall affect the rights or obligations of persons riot parties thereto.
(c) Except as otherwise provided in this Agreement, the trust created by this Agreement is hereby expressly declared to be irrevocable.
Termination or Extension. (a) This Agreement shall terminate in any event upon the twentieth anniversary of the date hereof (such period defined as the "Term").
(b) This Agreement shall terminate prior to the end of said Term upon the occurrence of any of the following described events:
(i) the mutual written agreement by the Trustee, the Company, and all Beneficiaries to terminate this Agreement;
(ii) the distribution of all proceeds from the Shares relating to a dissolution, merger, or other transaction pursuant to Section 3.05 or 3.06, or from the sale of all Shares pursuant to Article IV;
(iii) the agreement of the Trustee and the Company if at any time the total number of Shares held by the Trustee is less than 4% of the Company's then-outstanding shares of common stock as publicly reported by the Company on its most recent audited balance sheet as of the last day of its most recently completed fiscal year;
(iv) the cessation of the Company's status as a public reporting company under the Securities Exchange Act of 1934, as amended after a determination by the Company's Board of Directors, in good faith, to cause the Company to "go private."
(c) Except as otherwise expressly provided in this Agreement, the trust created by this Agreement is hereby expressly declared to be irrevocable.
Termination or Extension. Lessor and Lessee mutually agree that either party may terminate this lease at any time during the term by giving the other party written notice thereof at least sixty(60) days prior thereto.
Termination or Extension. Either party may withdraw at its sole discretion, in writing, from this Agreement at any time. However, 7 days’ notice must be provided to either signing party before termination is in effect.
Termination or Extension. 14.1. This Agreement may be terminated by either party with or without cause upon ten (10) days written notice specifying the effective date of such termination. In the event of termination, California ADI shall be paid for services performed in accordance with the terms of this Agreement less any and all costs and expenses caused by D California ADI nonperformance, failed performance, or defective performance.
14.2. This Agreement may be extended as required upon the written consent of both parties.
Termination or Extension. (a) PRIMA may immediately terminate this Agreement by giving written notice to CT if CT:
(i) commits a breach of any of the provisions of this Agreement which is incapable of being remedied to the reasonable satisfaction of PRIMA;
(ii) for any reason whatsoever becomes incapable, in the reasonable opinion of PRIMA from performing its obligations under this Agreement;
(iii) fails to remedy, to the reasonable satisfaction of PRIMA a breach or default of any of the provisions of this Agreement which is, in the opinion of PRIMA capable of being remedied, within [ * ] of receiving a notice from PRIMA of that breach or default; or
(iv) is the subject of an Insolvency Event, or
(v) if the TGA refuses to grant regulatory approval for the Product.
(b) Notwithstanding any other provision of this Agreement, PRIMA or CT may terminate this Agreement for any reason by giving [ * ] written notice to the other party. If PRIMA terminates this Agreement and, in doing so, delivers to CT a request to such effect CT shall immediately commence an orderly close down of the project activities and be ready to cease performing the Services at the end of the [ * ] notice period.