Termination under Section 9 Sample Clauses

Termination under Section 9. 2.2. In the event that Astellas terminates this Agreement pursuant to Section 9.2.2, and Ambit desires to continue the development and commercialization of the Terminated Product following such termination event, Ambit shall so advise Astellas in writing within a reasonable time following such termination
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Termination under Section 9. 3. Subject to the provisions of Section 9.2, if this Agreement is terminated under Section 9.3 and Millennium is the Breaching Party, the licenses granted by Bayer to Millennium under Section 3.2(d) shall terminate as of the effective date of such termination, and all sublicenses granted by 62 Millennium pursuant to Section 3.2(d)(iii) shall also terminate as of such date. Subject to the provisions of Section 9.2, if this Agreement is terminated under Section 9.3 and Bayer is the Breaching Party, the licenses granted by Millennium to Bayer under Sections 3.1(a) and 3.2(a) shall terminate as of the effective date of such termination, and all sublicenses granted by Bayer pursuant to Sections 3.1(b) and 3.2(b) shall also terminate as of such date.
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Termination under Section 9. 2.2. In the event that Astellas terminates this Agreement pursuant to Section 9.2.2, and Ambit desires to continue the development and commercialization of the Terminated Product following such termination event, Ambit shall so advise Astellas in writing within a reasonable time following such termination event and the Parties shall discuss in good faith whether Astellas would be willing to agree (such agreement not to be unreasonably withheld) to amend this Agreement to provide with respect to the applicable Terminated Product (a) a license under Section 9.6.1(b) and (b) the transition assistance contemplated under Section 9.6.1(f). Astellas shall give full and fair consideration to Ambit’s request, taking into consideration Ambit’s interests in the Terminated Product and the best interests of patients. In the event that Astellas is inclined against agreeing to such an amendment, Astellas shall so advise Ambit and at Ambit’s request the matter shall be elevated to the Executive Officers of each of Ambit and Astellas, who shall seek in good faith to reach agreement on the issue. In the event Ambit disagrees with any decision by Astellas to not amend this Agreement pursuant to this Section 9.6.3 with respect to a Terminated Product, Ambit may cause the matter to be submitted to an arbitrator for resolution pursuant to Section 10.7 and the arbitrator shall determine whether Astellas unreasonably withheld its agreement. It shall not be unreasonable for Astellas to refuse to amend the Agreement pursuant to this Section 9.6.3 in the event that Astellas reasonably concludes, after consultation with its safety experts and consideration of Ambit’s positions on the relevant issues, that further development or commercialization of such Terminated Product would create unreasonable safety risks for patients or subjects.
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Related to Termination under Section 9

  • 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.

  • 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.

  • Termination or Suspension Under Federal Law (i) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s affairs by an order issued under Sections 8(e)(iv) or 8(g)(i) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee shall not be affected.

  • 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:

  • 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:

  • 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:

  • Liability; Provisions that Survive Termination If this Agreement is terminated pursuant to this Article VII, such termination shall be without liability of any party hereto to any other party hereto except as provided in Section 9.02 and for the Company’s obligations in respect of all prior Issuance Notices, and provided further that in any case the provisions of Article VI, Article VIII and Article IX shall survive termination of this Agreement without limitation.

  • Notice of Termination Events or Unmatured Termination Events A statement of the chief financial officer or chief accounting officer of the Seller setting forth details of any Termination Event or Unmatured Termination Event and the action which the Seller proposes to take with respect thereto.

  • Distributions Upon Income Inclusion Under Section 409A of the Code Upon the inclusion of any portion of the benefits payable pursuant to this Agreement into the Executive’s income as a result of the failure of this non-qualified deferred compensation plan to comply with the requirements of Section 409A of the Code, to the extent such tax liability can be covered by the Executive’s vested accrued liability, a distribution shall be made as soon as is administratively practicable following the discovery of the plan failure.

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