Termination or Suspension Following the Closing Date Sample Clauses

Termination or Suspension Following the Closing Date. Following the Closing Date, this Manufacturing Agreement may not be suspended or terminated by either Party, except as follows:
Sample 1
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Termination or Suspension Following the Closing Date. Following the Closing Date, this Agreement may not be suspended or terminated by either Party, except that (i) Lilly may suspend the licenses granted pursuant to Sections 3.2, 3.3, 3.4 and 3.5 utilizing the procedures set forth in Section 9.1(b) as a result of any breach by Xxxxx in the payment of the Lilly Third Person Royalty Payment owed with respect to Net Sales of Product, a payment of an Anniversary Payment, or any other payment obligation under this Agreement or the Manufacturing Agreement until and unless Xxxxx pays Xxxxx any Xxxxx Third Person Royalty Payment, Anniversary Payment or such other payment under this Agreement or the Manufacturing Agreement so owed, plus accrued interest as provided in Section 2.7, at which time such licenses will be automatically reinstated; provided, however, that in the event that such breach relates to a Xxxxx New Product, this clause (i) shall apply only to such Xxxxx New Product but not to the Product or any other Xxxxx New Products, (ii) Lilly may suspend the license granted pursuant to Sections 3.3 utilizing the procedures set forth in Section 9.1(b) as a result of any material breach or material default by Xxxxx of Section 6.13, above, only with respect to all Xxxxx New Products, and (iii) Xxxxx may suspend the license granted pursuant to Sections 3.7(b) utilizing the procedures set forth in Section 9.1(b) as a result of any breach by Lilly in the payment of Lilly Royalty Payments owed with respect to a Xxxxx New Product only to the extent such license relates to the affected Xxxxx New Product in the Applicable Market (but will have no such effect with respect to such Xxxxx New Product in other Applicable Markets or any other Xxxxx New Products) until and unless Lilly pays Xxxxx any Xxxxx Royalty Payment so owed, plus owed interest as provided in Section 2.7, at which time such license will be automatically reinstated. Except as otherwise set forth in this Section 9.2, the Parties agree that a breach of this Agreement will not entitle the non-breaching Party to terminate this Agreement or suspend any licenses granted hereunder.
Sample 1
Termination or Suspension Following the Closing Date. Following the Closing Date, this Manufacturing Agreement may not be suspended or terminated by either Party, except as follows: (a) Either Party may immediately terminate this Manufacturing Agreement by providing written notice to the other Party if the other Party is declared insolvent or bankrupt by a court of competent jurisdiction, or a voluntary petition of bankruptcy is filed in any court of competent jurisdiction by the other Party or an involuntary petition for relief under the United States Bankruptcy Code is filed in a court of competent jurisdiction against the other Party which is not dismissed within thirty (30) days of its filing, or the other Party makes or executes any assignment for the benefit of creditors. (b) Lilly may suspend its obligations under this Manufacturing Agreement in the event of a material breach or material default by Xxxxx of Galen's obligations to make any payments to Lilly under the Assignment Agreement or this Manufacturing Agreement; provided that if Xxxxx cures such material breach or material default within the cure period provided in Section 8.2(a), then Lilly will be obligated to continue to perform thereafter its obligations under this Manufacturing Agreement. (c) Lilly may terminate this Manufacturing Agreement in the event that Xxxxx fails to receive approval from the FDA of its Application for Marketing Authorization for the Product by the third anniversary of the Closing Date. If Xxxxx fails to receive an approvable letter before the third anniversary of the Closing Date, the cure period provided in Section 8.2 shall not apply.
Sample 1
Termination or Suspension Following the Closing Date. Following the Closing Date and payment of the Purchase Price, this Agreement may not be suspended or terminated by either Party, except that Lilly may, upon thirty (30) days prior notice to ViroPharma, suspend the licenses granted pursuant to Sections 4.1 and 4.2, effective upon the thirtieth (30th) day following such notice if payment has not been made by ViroPharma as a result of any breach by ViroPharma in the payment of any payment obligations under the Manufacturing Agreement or under Sections 2.1(a) and 2,2 of this Agreement, until and unless ViroPharma pays Lilly such payment, the amount so owed, plus accrued interest as provided in Section 2.4, at which time such licenses will be automatically reinstated. Except as otherwise set forth in this Section 10.2, termination, suspension or other revocation of rights granted hereunder shall not be an available remedy for breach of this Agreement after the Closing. The Parties agree that the sole and exclusive remedies following the Closing Date with respect to the rights granted in this Agreement will be the rights set forth in this Section 10.2 and to seek injunctive relief to require compliance by the breaching Party and to seek damages (subject to Section 12.6) with respect to such breach. Notwithstanding any provisions to the contrary, in the event of a bona fide dispute over royalty payments, ViroPharma shall have the right to deposit any disputed amounts with a court of competent jurisdiction without giving rise to Lilly’s rights of suspension under this Section 10.2.
Sample 1

Related to Termination or Suspension Following the Closing Date

  • Right to Terminate Following Termination Event Sections 6(b)(ii)-(iv) are deleted in their entirety and replaced by the following:

  • Term, Termination and Suspension 18.1 This Agreement shall be effective from the Effective Date for the Term. The Service shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 You shall not commence any additional service in the event of notification of termination of this Agreement, however, in the event that service is provided to us beyond the Completion Date, the terms and conditions of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-four (24) hours prior written notice by either party to the other. 18.3 Either party may terminate a Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1. 18.4 We may terminate this Agreement at any time based upon your default of your obligations under this Agreement. We, in our sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which we, in our sole discretion, deem adequate. 18.5 Either party may terminate this Agreement immediately, if the other party: (a) commits an irremediable breach; or (b) is subject to a change of control or chooses to discontinue its business; or (c) if the other party has a lack of funding or becomes or is deemed insolvent; or (d) if the other party’s performance is affected by a force majeure event which lasts seven (7) days or more. 18.6 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 Upon expiry or termination of this Agreement, you shall provide us with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us including assisting with the transfer of Data. 18.9 We may temporarily suspend a Service hereunder and shall confirm such instruction in writing to you. 18.10 Upon any such suspension, we shall pay all Fees and Expenses up until the time of such suspension of a Service. If, following suspension of a Service, there is no resumption within six (6) months, this Agreement may be terminated by you, and us shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 We may issue a written order to resume the provision of the Service within six (6) months of suspension in accordance with the terms and conditions of this Agreement. 18.12 The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement.

  • Service Termination, Cancellation, or Suspension If you wish to cancel the Service, you may contact us as set forth in Section 6 of the General Terms above. Any payment(s) that have begun processing before the requested cancellation date will be processed by us. You agree that we may terminate or suspend your use of the Service at any time and for any reason or no reason. Neither termination, cancellation nor suspension shall affect your liability or obligations under this Agreement.

  • Termination and Suspension Customer is entitled to suspend the performance of its obligations in whole or in part or terminate the Agreement with immediate effect, without prejudice to its right to claim damages and without any compensation to or indemnification of Supplier (i) in case Supplier has been declared bankrupt, is in a state of liquidation, has ceased or suspended whole or a substantial part of its business, is subject of a court order or preventative legal scheme of settlement, (ii) in case of non- compliance with the Compliance Requirements or the provisions of safety, health, environment and security or (iii) in case of not approved changes pursuant to article 10. After such termination Customer may return received Goods and/or Services in whole or partly against repayment and retransfer of ownership therein to Supplier.

  • TEN TERMINATION OR SUSPENSION CONTRACTOR shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) failure to begin work under the Agreement within the times specified under the Notice(s) to Proceed, or (b) failure to properly and timely perform the services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONTRACTOR or by any of CONTRACTOR's principals, officers or directors, or (d) failure to obey laws, ordinances, regulations or other codes of conduct, or (e) failure to perform or abide by the terms or spirit of this Agreement, or (f) for any other just cause. The OWNER may so terminate this Agreement, in whole or in part, by giving the CONTRACTOR seven (7) calendar day’s written notice.

  • TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect’s option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give seven days’ written notice to the Owner before suspending services. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Owner shall pay the Architect all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect’s services. The Architect’s fees for the remaining services and the time schedules shall be equitably adjusted. § 9.2 If the Owner suspends the Project, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect’s services. The Architect’s fees for the remaining services and the time schedules shall be equitably adjusted. § 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect, the Architect may terminate this Agreement by giving not less than seven days’ written notice. § 9.4 Either party may terminate this Agreement upon not less than seven days’ written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 9.5 The Owner may terminate this Agreement upon not less than seven days’ written notice to the Architect for the Owner’s convenience and without cause. § 9.6 If the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Architect terminates this Agreement pursuant to Section 9.3, the Owner shall compensate the Architect for services performed prior to termination, Reimbursable Expenses incurred, and costs attributable to termination, including the costs attributable to the Architect’s termination of consultant agreements. § 9.7 In addition to any amounts paid under Section 9.6, if the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Architect terminates this Agreement pursuant to Section 9.3, the Owner shall pay to the Architect the following fees:

  • Amendment, Suspension or Termination of the Plan By accepting this Award, Participant expressly warrants that he or she has received an Award of Restricted Stock Units under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.

  • Effective Date; Termination; Cancellation and Suspension Section 4.01. This Agreement shall come into force and effect on the date upon which the Development Credit Agreement becomes effective. Section 4.02. (a) This Agreement and all obligations of the Association and of Republika Srpska thereunder shall terminate on the earlier of the following two dates: (i) the date on which the Development Credit Agreement shall terminate; or (ii) a date twenty (20) years after the date of this Agreement.

  • Contract Renegotiation, Suspension, or Termination Due to Change in Funding If the funds DSHS relied upon to establish this Contract or Program Agreement are withdrawn, reduced or limited, or if additional or modified conditions are placed on such funding, after the effective date of this contract but prior to the normal completion of this Contract or Program Agreement: a. At DSHS’s discretion, the Contract or Program Agreement may be renegotiated under the revised funding conditions. b. At DSHS’s discretion, DSHS may give notice to Contractor to suspend performance when DSHS determines that there is reasonable likelihood that the funding insufficiency may be resolved in a timeframe that would allow Contractor’s performance to be resumed prior to the normal completion date of this contract. (1) During the period of suspension of performance, each party will inform the other of any conditions that may reasonably affect the potential for resumption of performance. (2) When DSHS determines that the funding insufficiency is resolved, it will give Contractor written notice to resume performance. Upon the receipt of this notice, Contractor will provide written notice to DSHS informing DSHS whether it can resume performance and, if so, the date of resumption. For purposes of this subsubsection, “written notice” may include email. (3) If the Contractor’s proposed resumption date is not acceptable to DSHS and an acceptable date cannot be negotiated, DSHS may terminate the contract by giving written notice to Contractor. The parties agree that the Contract will be terminated retroactive to the date of the notice of suspension. DSHS shall be liable only for payment in accordance with the terms of this Contract for services rendered prior to the retroactive date of termination. c. DSHS may immediately terminate this Contract by providing written notice to the Contractor. The termination shall be effective on the date specified in the termination notice. DSHS shall be liable only for payment in accordance with the terms of this Contract for services rendered prior to the effective date of termination. No penalty shall accrue to DSHS in the event the termination option in this section is exercised.

  • Right to Terminate Following Event of Default If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

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