Tolling of Obligations Sample Clauses

Tolling of Obligations. If the exercise by AbbVie of the License Option under Section 3.3.3 requires the making of filings under the HSR Act, then all rights and obligations related to the exercise of the License Option (including payment of any License Option Exercise Fee) and the granting of the Exclusive License shall be tolled until the HSR Clearance or the earlier termination of this Agreement in accordance with Section 16.2.7.
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Tolling of Obligations. If the exercise by AbbVie of the Option under Section 4.2 (Option Exercise) requires the making of filings under the HSR Act, then all rights and obligations related to the exercise of the Option (including payment of any Option Exercise Fee) and the granting of any licenses in connection therewith shall be tolled until the HSR Clearance.
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Tolling of Obligations. If the Authority fails to make available at the Delivery Point the volume of Potable Water required by this Agreement or if the water supplied to the Delivery Point does not comply with the requirements and specifications provided in Section XI (B), then: (i) the Owner may suspend acceptance of the water during such period of non- compliance, and (ii) except for the Owner’s financial obligations set forth in Section X(E), and the Owner obligation to continue paying for whatever volume of water the Owner actually takes, the Take or Pay Volume obligations and all financial obligations shall suspend during such period of noncompliance. The Owner shall promptly provide the Authority with written notice of a non-compliance once the Owner becomes aware of the same.
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Tolling of Obligations. Notwithstanding anything in this Agreement to the contrary, if Takeda provides an Exercise Notice, then, except with respect to the obligations of the Parties with respect to (a) Antitrust Filings and Antitrust Clearance pursuant to Section ‎4.2, (b) development of the Technology Transfer Plan pursuant to Section ‎4.5, (c) negotiation of the Supply Agreement pursuant to Section ‎6.1.4 and (d) negotiation of a clinical trial plan pursuant to Section ‎7.2.2(b), all rights and obligations related to the exercise of such Option (including payment of any Option Exercise Fee) and the granting of the Exclusive License shall be tolled unless and until the Option Effective Date occurs (provided that, for clarity, (i) in each case of clause (b), (c) and (d), no such agreements or plans shall be effective until the Option Effective Date and (ii) if this Agreement is terminated in accordance with Section ‎13.2.4, then such Option Exercise Fee shall not be payable, the Exclusive License shall not be granted and the Technology Transfer Plan, Supply Agreement and clinical trial plan shall not be effective).
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Tolling of Obligations. If any such claim as is referred to above is resolved in Avigen's favor and if as a result of SDI supplying such non-conforming Licensed Product Avigen is unable to fulfill its obligations under of any of the terms of this Agreement (including the License Agreement) Avigen shall be relieved of its obligations to the extent required to prevent it being in breach until the situation is remedied. Avigen shall have the benefit of such relief on a temporary basis where any such claim is in dispute and is not resolved. If any such claim is resolved in SDI's favor any such relief shall immediately be withdrawn, and if notified in writing under Section 10.2.3 of any material breach, Avigen shall have the cure period set forth in such Section in which to cure the breach. For clarity, this Supply Terms Section 5.4.3 shall not be read to limit any other remedies available to Avigen under this Agreement, at law or in equity.
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Related to Tolling of Obligations

  • Ranking of Obligations The Company’s payment obligations under this Agreement and the Notes will, upon issuance of the Notes, rank pari passu, without preference or priority, with all other unsecured and unsubordinated Indebtedness of the Company and senior to any mandatorily redeemable Preferred Stock issued by the Company.

  • Duration of Obligations The Contractor’s obligations under this clause shall continue in full force and effect and be coterminous with the Contract. However, the obligations not to use or disclose, and to return on request or destroy Protected Information already disclosed to the Contractor at the time of termination shall continue for as long as Contractor holds the Protected Information.

  • Suspension of Obligations The obligations of a party (other than an obligation to pay money, including a TOP Charge) are suspended during the time and to the extent that a party is prevented from or delayed in complying with its obligations for reasons of Force Majeure.

  • Fulfilment of Obligations The Parties shall take any general or specific measures required to fulfil their obligations under this Agreement.

  • Payment of Obligations Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the Borrower or its Subsidiaries, as the case may be.

  • Termination of Obligations Termination of this Agreement pursuant to Section 10.1 hereof shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.

  • Survival of Obligations Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

  • Release of Obligations The Company hereby irrevocable agrees and confirms that with respect to each Shareholder that is an Existing Shareholder and the Company itself, and each Shareholder that is an Existing Shareholder hereby irrevocably agrees and confirms only with respect to subclauses (i) and (iii) below, severally and not jointly, that, solely with respect to such Shareholder, (i) the number of Ordinary Shares held by such Shareholder as set forth in the Cap Table in Schedule D to the July 2016 SHA (“Cap Table”) was true and accurate as of July 12, 2016; (ii) each issuance of shares by the Company as shown in the Cap Table and the register of members of the Company to each Shareholder as of July 12, 2016 had been duly authorized and approved; and (iii) as of July 12, 2016, other than the Tencent ESOP and the Disclosed Issuance Obligation, there were no outstanding options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any kind by which the Company is bound obligating it to issue, deliver or sell any Company Securities to such Shareholder or any other person (such obligations of the Company as of July 12, 2016, together with the Disclosed Issuance Obligation but, for the avoidance of doubt, excluding the Tencent ESOP and the issuance of Ordinary Shares upon the exercise of options under the 2014 ESOP, the “Issuance Obligation”). This Agreement shall constitute an unconditional and irrevocable waiver and release by each Shareholder that is an Existing Shareholder, on behalf of itself and its Subsidiaries, Affiliates, current and former officers, directors, employees, commissioners, and agents, and predecessors, successors and assigns (collectively, “Releasing Parties”) of (a) all Issuance Obligations of the Company to each such Shareholder or its Affiliates, except for the Disclosed Issuance Obligation, and (b) any and all actions, causes of action, suits, proceedings, claims and demands whatsoever, in law or in equity, of every kind and description, which such Releasing Party ever had, now has, or hereafter can, shall or may have against the Company, its Subsidiaries, Affiliates, current and former officers, directors, employees, commissioners, and agents, and predecessors, successors and assigns (collectively, “Released Parties”), in each case in respect of any of the Released Parties with respect to any breach of any provisions under the Prior SHAs, the subscription or purchase agreement that such Shareholder or its Affiliates invest or acquire shareholding in the Company or any other Group Company, the Articles and applicable Law occurring or arising prior to July 12, 2016. Notwithstanding anything to the contrary contained herein, the Company and each Shareholder that is an Existing Shareholder hereby agree that, (i) concurrently with or before the issuance, delivery or sale of any Company Securities by the Company to any person (other than Tencent) in connection with any Issuance Obligation, the Company shall unconditionally issue, at no consideration, to Tencent such number of Ordinary Shares that equals to the result of (x) 110%, multiplied by (y) the same number of the Company Securities proposed to be issued, delivered or sold by the Company in connection with such Issuance Obligations (the “Anti-Dilution Issuance to Tencent”, and such Ordinary Shares issuable to Tencent, the “Anti-Dilution Issuance Shares”); and (ii) all consideration received by the Company as a result of the issuance, delivery or sale of any Company Securities to any person in connection with any Issuance Obligation shall be distributed or otherwise allocated to all the shareholders of the Company immediately prior to July 12, 2016 (including Tencent) ratably in proportion to the number of Ordinary Shares held by such shareholder in the Company immediately prior to July 12, 2016. The Company and each Shareholder shall take all necessary actions to give effect to and consummate the Anti-Dilution Issuance to Tencent in accordance with the foregoing provisions, and any Anti-Dilution Issuance Shares, when issued and delivered to Tencent, shall be deemed fully paid, duly issued and non-assessable. In the event that the Company receives a request from any person for the issuance, delivery or sale by the Company of any Company Securities to such person in connection with the Issuance Obligation, the Board shall ascertain, and if any director of the Company reasonably objects to such request with good faith basis for such objection, use reasonable efforts to take all necessary actions to contest the validity of such request before the issuance, delivery or sale by the Company of any Company Securities to such person. The obligation of the Company with respect to the Anti-Dilution Issuance to Tencent under this Section 11.20 shall terminate and be of no further force or effect upon the earlier of (i) immediately prior to the consummation of a QIPO, or (ii) the date when the Company becomes subject to the reporting requirements of the Exchange Act or analogous reporting requirements in an alternative listing jurisdiction. Notwithstanding the definition of Affiliates, the parties agree that for purposes of this Section 11.20, Affiliates of Tencent shall exclude the Group Companies or any of the Group Companies’ Controlled Affiliates.

  • SURVIVAL OF OBLIGATION Termination of this ESA for any reason shall not relieve the Town or the Competitive Supplier of any obligation accrued or accruing prior to such termination.

  • Extent of Obligations The Parties shall ensure that all necessary measures are taken in order to give effect to the provisions of this Agreement in their respective territories, including ensuring that their respective regional and local governments and authorities, and non- governmental bodies in the exercise of governmental powers delegated to them by central, regional and local governments or authorities observe all obligations and commitments under this Agreement.