TERMINATION UNDER SECTION 10 Sample Clauses

TERMINATION UNDER SECTION 10. 7 (Recall Caused by LifeNet). In the event this Agreement is terminated as to Product(s) by any Party pursuant to Section 10.7 and the recall or corrective action that forms the basis for the right to terminate this Agreement as to such Product(s) is the result of an action or omission of LifeNet, and there shall be any Inventory Supply remaining undistributed at the time that the termination becomes effective, then Osteotech shall deliver a statement to LifeNet signed by its chief financial officer certifying (A) as to the amount of the Inventory Carrying Costs reflected by Osteotech on its books and records for the Inventory Supply then on hand and (B) that such Inventory Carrying Costs have been recorded by Osteotech in accordance with generally accepted accounting principles and in a manner which is consistent with Osteotech's past practice. LifeNet shall pay the amount of such Inventory Carrying Costs to Osteotech, within thirty (30) calendar days after its receipt of such certification by Osteotech's chief financial officer.
Sample 1
AutoNDA by SimpleDocs
TERMINATION UNDER SECTION 10. 3. Subject to the provisions of Section 10.2, if this Agreement is terminated under Section 10.3 and Millennium is the Breaching Party, the licenses granted by Bayer to Millennium under Section 4.2(d) shall terminate as of the effective date of such termination, and all sublicenses granted by Millennium pursuant to Section 4.2(d)(iii) shall also terminate as of such date. Subject to the provisions of Section 10.2, if this Agreement is terminated under Section 10.3 and Bayer is the Breaching Party, the licenses granted by Millennium to Bayer under Section 4.1(a) and Section 4.2(a) shall terminate as of the effective date of such termination, and all sublicenses granted by Bayer pursuant to Section 4.1(b) and Section 4.2(b) shall also terminate as of such date.
Sample 1
TERMINATION UNDER SECTION 10. 4 (Material Breach by LifeNet). In the event this Agreement is terminated by DePuy or Osteotech pursuant to Section 10.4 hereof due to LifeNet's material breach of its representations, warranties or covenants contained in this E-44 Agreement, and there shall be any Inventory Supply remaining undistributed at the time that the termination becomes effective, then Osteotech shall deliver a statement to LifeNet signed by its chief financial officer certifying (A) as to the Inventory Carrying Costs for the Inventory Supply then on hand and (B) that such Inventory Carrying Costs have been recorded by Osteotech in accordance with generally accepted accounting principles and in a manner which is consistent with Osteotech' s past practice. LifeNet shall pay such Inventory Carrying Costs to Osteotech, within thirty (30) calendar days after its receipt of such certification by Osteotech's chief financial officer. If LifeNet has paid Osteotech its Inventory Carrying Costs in accordance with this Section 6.4.6, then LifeNet shall be permitted to distribute the Inventory Supply and retain all fees collected therefor (i.e., without payment of the Osteotech Service Fee or the DePuy Service Fee).
Sample 1
TERMINATION UNDER SECTION 10. 5 (Infringement by LifeNet Technology). In the event this Agreement is terminated as to Product(s) by any Party pursuant to Section 10.5 hereof related to a lawsuit claiming that the applicable LifeNet Technology infringes the patents at issue, and there shall be any Inventory Supply remaining undistributed at the time that the termination becomes effective, then Osteotech shall deliver a statement to LifeNet signed by its chief financial officer certifying (A) as to the Inventory Carrying Costs for the Inventory Supply then on hand and (B) that such Inventory Carrying Costs have been recorded by Osteotech in accordance with generally accepted accounting principles and in a manner which is consistent with Osteotech's past practice. LifeNet shall pay such Inventory Carrying Costs to Osteotech, within thirty (30) calendar days after its receipt of such certification by Osteotech's chief financial officer and destroy the remaining Inventory Supply.
Sample 1
TERMINATION UNDER SECTION 10. 8 (Premarket Approval). In the event this Agreement is terminated pursuant to Section 10.8 and the further distribution of Product is prohibited as a result of the FDA's final determination and there shall be any Inventory Supply remaining undistributed at the time that the termination becomes effective, then LifeNet and Osteotech shall each deliver a statement to each other and to DePuy signed by their respective chief financial officers certifying (A) as to the Inventory Carrying Costs for the Inventory Supply then on hand and (B) that such Inventory Carrying costs have been recorded by each of LifeNet and Osteotech, as the case may be, in accordance with generally accepted accounting principles and in a manner which is consistent with each of their past practices. Each Party will then pay the other Parties, as necessary, based on each Party's relative Inventory Carrying Costs, so that each of Osteotech, LifeNet, and DePuy, shall bear equally one-third (1/3) of the Inventory Carrying Costs of the remaining Inventory Supply. In the event this Agreement is terminated pursuant to Section 10.8 and the further distribution of Product is permitted for a period of time shorter than the Carry-Over Period (the "FDA CARRY-OVER PERIOD") under the FDA's final determination and there shall be any Inventory Supply remaining undistributed at the time that the termination becomes effective, then DePuy shall have the right during the shorter of the Carry-Over Period or the FDA Carry-Over Period to continue to promote the Products in order to allow for the distribution of the Inventory Supply. If there shall be any Inventory Supply remaining undistributed at the end of the Carry-Over Period, as modified, the Parties will provide to one another the certifications described in the first sentence of this paragraph and reimburse one another as described in the second sentence of this paragraph so that each of Osteotech, LifeNet, and DePuy, shall bear equally one-third (1/3) of the Inventory Carrying Costs of the remaining Inventory Supply.
Sample 1
TERMINATION UNDER SECTION 10. 11 (DBM Notice of Sale). In the event this Agreement is terminated by Osteotech or LifeNet (the terminating Party defined as the "Terminating Party" and the other Party defined as the "Non-Terminating Party" for purposes of this Section 6.4.14) pursuant to Section 10.11, and there shall be any Inventory Supply remaining undistributed at the time that the termination becomes effective, then the Non-Terminating Party shall deliver a statement to the Terminating Party signed by its chief financial officer certifying (A) as to the Inventory Carrying Costs for the Inventory Supply then on hand and (B) that such Inventory Carrying Costs have been recorded by the Non-Terminating Party in accordance with generally accepted accounting principles and in a manner which is consistent with the Non-Terminating Party's past practice. The Terminating Party shall pay such Inventory Carrying Costs to the Non-Terminating Party, within thirty (30) calendar days after its receipt of such certification by the Non-Terminating Party's chief financial officer.
Sample 1

Related to TERMINATION UNDER SECTION 10

  • Election Under Section 83(b) The Grantee and the Company hereby agree that the Grantee may, within 30 days following the Grant Date of this Award, file with the Internal Revenue Service and the Company an election under Section 83(b) of the Internal Revenue Code. In the event the Grantee makes such an election, he or she agrees to provide a copy of the election to the Company. The Grantee acknowledges that he or she is responsible for obtaining the advice of his or her tax advisors with regard to the Section 83(b) election and that he or she is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with regard to such election.

  • Determinations Under Section 3 01. For purposes of determining compliance with the conditions specified in Section 3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that the Borrower, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto. The Agent shall promptly notify the Lenders of the occurrence of the Effective Date.

  • Plan Terminations Under Section 409A Notwithstanding anything to the contrary in Section 7.2, if this Agreement terminates in the following circumstances:

  • Determinations Under Section 3.01 For purposes of determining compliance with the conditions specified in Section 3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that the Borrower, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto. The Agent shall promptly notify the Lenders of the occurrence of the Effective Date.

  • Termination Following Disability In the event, Executive becomes mentally or physically impaired or disabled and is unable to perform his material duties and responsibilities hereunder for a period of at least ninety (90) days in the aggregate during any one hundred twenty (120) consecutive day period, the Company may terminate this Agreement by delivering a written termination notice to Executive. Notwithstanding the foregoing, Executive shall continue to receive his full salary and benefits under this Agreement for a period of twelve (12) months after the effective date of such termination.

  • Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events If (a) an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to the Transaction or (b) the Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result of (i) a Nationalization, Insolvency or Merger Event in which the consideration to be paid to holders of Shares consists solely of cash, (ii) a Merger Event or Tender Offer that is within Counterparty’s control, or (iii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement, in each case that resulted from an event or events outside Counterparty’s control), and if Dealer would owe any amount to Counterparty pursuant to Section 6(d)(ii) of the Agreement or any Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment Obligation”), then Dealer shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below), unless (a) Counterparty gives irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable, of its election that the Share Termination Alternative shall not apply, (b) Counterparty remakes the representation set forth in Section 8(f) as of the date of such election and (c) Dealer agrees, in its sole discretion, to such election, in which case the provisions of Section 12.7 or Section 12.9 of the Equity Definitions, or the provisions of Section 6(d)(ii) of the Agreement, as the case may be, shall apply.

  • Termination Upon a Change in Control If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits:

  • Termination on Account of Disability Notwithstanding anything in this Agreement to the contrary, if Executive’s employment terminates on account of Disability, Executive shall be entitled to receive disability benefits under any disability program maintained by the Company that covers Executive, and Executive shall not receive benefits pursuant to Sections 2 and 3 hereof, except that, subject to the provisions of Section 5 hereof, the Executive shall be entitled to the following benefits provided that Executive executes and does not revoke the Release:

  • Claims Under Section 16(b) To indemnify Indemnitee for expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.

  • Termination of Obligations to Effect Closing; Effects (a) The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.