Voluntary Termination by Either Party Sample Clauses

Voluntary Termination by Either Party. (a) So long as such Party is not in breach of its obligations hereunder, either Party shall have the right to terminate this Agreement upon providing at least sixty (60) days' prior written notice to the other Party. In the event of termination under this Section 14.2, the following shall apply: (i) the terminating Party shall have no further rights under the licenses provided to it under Article 8, (ii) the terminating Party shall assign to the non-terminating Party the terminating Party's rights and obligations under any then existing licenses to Blocking Third Party Intellectual Property and Enhancing Third Party Intellectual Party for Licensed Products, (iii) the terminating Party shall be deemed to have granted to the non-terminating Party an exclusive worldwide license, with the right to grant sublicenses, under the terminating Party's rights and interests in all Elan Patents and Elan Know-how (in the case of termination by Elan) or Biogen Patents and Biogen Know-how (in the case of termination by Biogen) solely to develop, use, make, have made, market, sell, have sold and import Licensed Products in the Field in the Territory. The terminating Party shall retain all rights and interest in its own Patents and Know-how with respect to all products other than Licensed Products. A termination under this Section shall not relieve the terminating Party of any of its obligations to share in the Development Costs scheduled to be paid (meaning current obligations have been incurred and amounts are to be actually paid in the period) prior to the effective date of such termination under the then current Annual Workplan/Budget. In the event of termination under this Section, the terminating Party shall, at its cost, transfer to the other Party ownership of any regulatory submissions (including, without limitation, all Clinical Trial Application's and Drug Approval Applications) and Regulatory Approvals then in its name for all Licensed Product, and shall notify the appropriate Regulatory Authorities and take any other action reasonably necessary to effect such transfer of ownership. If ownership of a regulatory submission or Regulatory Approval cannot be transferred to the non-terminating Party in any country, the terminating Party shall grant to the non-terminating Party a permanent, exclusive and irrevocable right of access and reference to such regulatory submissions and Regulatory Approvals for Licensed Product in such country. If such right of access and re...
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Voluntary Termination by Either Party. Notwithstanding the provisions of Article 6.1 and 6.2 above, either BAE SYSTEMS or XXXX may terminate the Joint Development Program for any reason at any time after the completion of Phase I of the Joint Development Program by providing six (6) months prior written notice to the other party; provided, however, that in the event that BAE SYSTEMS exercises such right of termination, BAE Systems shall (i) return to XXXX, at BAE Systems’ expense, all equipment purchased by XXXX for the Joint Development Program; and (ii) reimburse XXXX all monies provided to BAE Systems pursuant to the Joint Development Program incurred to date of termination under $3.3M; reimburse XXXX for all costs reasonably incurred by XXXX and its personnel as a result of such termination under $50K. In addition, the licenses granted by BAE SYSTEMS to XXXX hereunder shall, upon such termination, be perpetual, irrevocable and non-royalty bearing. Any equipment purchased by BAE SYSTEMS for use in the JDP that is deemed surplus by BAE SYSTEMS after termination of the program, shall be made available for purchase by XXXX on terms to be agreed between both parties. In the event that XXXX shall terminate this Agreement pursuant to this Section 6.3, (i) XXXX shall have no obligation to make any payments otherwise required hereunder from and after the date on which XXXX gives notice of such termination, (ii) all licenses granted under Article III shall terminate at the time of giving notice of termination, and neither party shall have or assert rights to the Intellectual Property of the other party; (iii) each of BAE SYSTEMS and XXXX shall return or destroy all confidential information of the other and if destroyed, shall certify to such destruction, and (iv) all obligations of confidentiality assumed by the parties hereunder and pursuant to the Proprietary Information Exchange Agreement shall survive and continue for the duration of the applicable protections periods.
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Voluntary Termination by Either Party. Either Party shall have the right to terminate its co-funding obligation (the “Non-Continuing Party”) for the Collaboration Program for the Initial Collaboration Products and/or the Collaboration Program for the Second Collaboration Products, effective [ * ] (the “Opt-Out Date”) after providing irrevocable, written notice to the other Party (the “Continuing Party”) of such election to terminate (the “Opt-Out Notice”). For the avoidance of doubt, if a Party exercises its right to terminate its co-funding obligation with respect to a Collaboration Program, such termination shall cover [ * ] . Within [ * ] after receipt of such notice, the Continuing Party shall notify the Non-Continuing Party in writing whether or not it elects to assume sole responsibility for, and all costs and obligations of, the continued Development and Commercialization of such Collaboration Product. If the Continuing Party so elects, upon the effective date of such termination: (a) such Collaboration Product shall -29-
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Voluntary Termination by Either Party. Notwithstanding any other provision herein, either Party may terminate this Agreement on a Licensed Product-by-Licensed Product basis immediately upon written notice to the other Party in the event that the FDA notifies Bxxx in writing that it has finally rejected the ANDA relating to such Licensed Product, and such rejection is not appealable. For avoidance of doubt, any termination pursuant to this Section 8.2 as to one Licensed Product (but not both Licensed Products) shall not modify the amount of any payment due under Article 2 in connection with exercising the Option as to the other Licensed Product.
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Voluntary Termination by Either Party. Employee may terminate the employment portion of this Agreement voluntarily by giving one hundred twenty (120) days written notice of such voluntary termination. Employer may terminate the employment portion of this Agreement for reasons other than Cause by giving one hundred twenty (120) days written notice of such termination.
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Voluntary Termination by Either Party. Either party has the right to terminate this Agreement at their discretion and for any reason, with or without cause. The termination shall be communicated in writing, providing notice to the other party.
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Voluntary Termination by Either Party. Notwithstanding any other provision herein, either Party may terminate this Agreement on a Licensed Product-by-Licensed Product basis immediately upon written notice to the other Party in the event that the FDA notifies Xxxx in writing that it has finally rejected the ANDA relating to such Licensed Product, and such rejection is not appealable, and to the extent that this Agreement remains in effect with respect to one or more other Licensed Products or dose(s), the Reservation Fee set forth in Section 7.2(c) shall be reduced, in percentage terms, by the percentage that Kos' sales of the affected dose(s) of the Licensed Product (including any sales by Kos of the equivalent dose(s) of Kos' reference listed drug for the Licensed Product) bears to Kos' sale of all Licensed Products (including any sales by Kos of the equivalent dose(s) of Kos' reference listed drug for the Licensed Products).
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Voluntary Termination by Either Party. Either party may terminate the Executive’s employment with the Company without cause at any time upon three (3) months written notice. The Company shall have the right, in its sole discretion, to require Executive to continue working for the Company during the notice period. If the Company terminates Executive without cause pursuant to this Section 2.1, the Board shall take the necessary steps so that the period during which Executive shall be permitted to exercise his stock options, shall be extended to one (1) year from the effective date of his termination.
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Voluntary Termination by Either Party. Either party may terminate the Executive’s employment with the Company without cause at any time upon three (3) months written notice. The Company shall have the right, in its sole discretion, to require Executive to continue working for the Company during the notice period. If the Company terminates the Executive without cause pursuant to this Section 2.1 the Board of Directors shall take the necessary steps so that the period during which the Executive shall be permitted to exercise his stock options to purchase shares of common stock of the Parent in accordance with the Parent’s employee stock option plan(s) as in effect from time to time (the “Options”), shall be extended to the shorter of (a) one (1) year from the effective date of his termination or (b) the expiration date of the options.
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Related to Voluntary Termination by Either Party

  • Termination by Either Party This Agreement may be terminated upon 60 days written notice without cause or penalty by either the Company (acting through the Conflicts Committee) or the Advisor. The provisions of Articles 1, 10, 12, 13, 15 and 16 shall survive termination of this Agreement.

  • Voluntary Termination by Employee Subject to Section 12 hereof, the Employee may voluntarily terminate employment with the Bank during the term of this Agreement, upon at least 90 days' prior written notice to the Board of Directors, in which case the Employee shall receive only his compensation, vested rights and employee benefits up to the date of his termination (unless such termination occurs pursuant to Section 10(d) hereof or within the Protected Period, in Section 12(a) hereof, in which event the benefits and compensation provided for in Sections 10(d) or 12, as applicable, shall apply).

  • Termination by Employee In the event Employee terminates this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s notice.

  • Voluntary Termination by Executive The Executive may voluntarily terminate his employment for any reason and such termination shall take effect 30 days after the receipt by Company of the Notice of Termination. Upon the effective date of such termination, Executive shall be entitled to (a) accrued and unpaid Salary and vacation through such termination date; and (b) all other compensation and benefits that were vested through such termination date. In the event Executive is terminated without notice, it shall be deemed a termination by the Company for Cause.

  • Termination by Employer (i) Employer may terminate this Agreement upon written notice for Cause. For purposes hereof, "Cause" shall mean (A) engaging by the Employee in conduct that constitutes activity in competition with Employer; (B) the conviction of Employee for the commission of a felony; and/or (C) the habitual abuse of alcohol or controlled substances. Notwithstanding anything to the contrary in this Section 10(a)(i), Employer may not terminate Employee's employment under this Agreement for Cause unless Employee shall have first received notice from the Board advising Employee of the specific acts or omissions alleged to constitute Cause, and such acts or omissions continue after Employee shall have had a reasonable opportunity (at least 10 days from the date Employee receives the notice from the Board) to correct the acts or omissions so complained of. In no event shall alleged incompetence of Employee in the performance of Employee's duties be deemed grounds for termination for Cause.

  • Termination by Employer for Cause Employer may terminate Employee’s employment hereunder for “Cause” upon notice to Employee. “Cause” for this purpose shall mean any of the following:

  • Termination by Executive with Good Reason Executive may terminate his employment with Good Reason by providing the Company thirty (30) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within ninety (90) days of Executives knowledge of occurrence of such event. During such thirty (30) day notice period, the Company shall have a cure right, and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled to the same payments and benefits as provided in Section 8(d) hereof for a termination by the Company without Cause, subject to the same conditions on payment and benefits as described in Section 8(d) hereof. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits.

  • Termination by XOOM We may terminate this Contract, or the applicable portion of this Contract, at our discretion and without penalty immediately upon notice to you if: a. do not pay your bill in full by the date on your bill; b. do anything that prevents us from supplying you with Energy or services; c. increase your consumption above 2,500 gigajoules per year; or d. do not give us satisfactory financial or credit information, do not give us a deposit when we request one, or do not meet our credit requirements. We may terminate this Contract, or the applicable portion of this Contract, at our direction and without penalty for any other reason on thirty (30) days notice.

  • Termination by Employee with Good Reason Employee may terminate his employment with Good Reason by providing the Company thirty (30) days’ written notice setting forth with reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. During such thirty (30) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Employee’s termination will be effective upon the date immediately following the expiration of the thirty (30) day notice period, and Employee shall be entitled to the same payments and benefits as provided in Section 8(d) above for a termination without Cause, it being agreed that Employee’s right to any such payments and benefits shall be subject to the same terms and conditions as described in Section 8(d) above. Following such termination of Employee’s employment by Employee with Good Reason, except as set forth in this Section 8(e), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

  • Termination by You You may cancel your acceptance of this Contract by delivering notice to XOOM by way of mail, fax, e-mail or by personal delivery, in the following circumstances: a. without cost or penalty for any reason within ten (10) days after a copy of this Contract, signed by you as a written agreement or acknowledged online over the internet, is received by us; b. without cost or penalty within ten (10) days after you receive a copy of this Contract, if you entered into this Contract during a Recorded Call; c. without penalty within sixty (60) days after the date you receive your first bill from us if this Contract was entered into during a Recorded Call, provided that you will still be required to pay for any Energy consumed while under this Contract with us; d. without cost or penalty if another marketing contract presently exists for the supply of Energy to your Site (except where the existing marketing contract is to expire on or before the start of this Contract); or e. without penalty within one (1) year from the date this Contract is entered into if we (i) do not set out in this Contract a specified or ascertainable date on which the supply of Energy services is to begin; (ii) do not begin the supply of Energy within thirty (30) days of the specified or ascertainable start date on which the supply of Energy is to being (unless you expressly authorize the late start); or (iii) were not properly licensed by the Government of Alberta when we entered into this Contract, provided that you will still be required to pay for any Energy consumed while under this Contract with us. Notwithstanding the above, you may otherwise terminate this Contract without penalty for any other reason at any time on thirty (30) days notice. To provide notice of termination to XOOM Energy Canada, ULC, please use one of the following addresses: Address: 00000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000 Email: xxxxxxxxxxxx@xxxxxxxxxx.xx Fax: 000-000-0000 Please read the entirety of this Section 4 to understand the terms and conditions with respect to termination.

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