Wind-Down Procedures Sample Clauses

Wind-Down Procedures. Unless PDSC agrees in writing, if either party suspends or terminates the contract, or the contract expires, Contractor shall complete timely and adequate legal services on all existing contract appointments on cases assigned before the effective date of suspension or termination.

Wind-Down Procedures. Unless SCA agrees in writing, if either party suspends or terminates the contract, or the contract expires, Contractor shall complete timely and adequate legal services on all existing contract appointments on cases assigned before the effective date of suspension or termination.

Wind-Down Procedures. In the event of termination of a Project, the Program, or this Agreement, as the case may be, pursuant to Section 12.1 or 12.2, the Project, Program, or Agreement shall be discontinued as of the Termination Date and the Parties shall in good faith commence the Wind Down Procedures promptly upon delivery of the Termination Notice. As part of such Wind Down Procedures, (i) SRNE shall return to CONKWEST all CONKWEST Existing Rights, excluding CONKWEST Cell Lines embodied in a Joint Cell Line, and (ii) CONKWEST shall return to SRNE all SRNE Existing Rights, excluding SRNE TTM-modified Joint Cell Lines. The Primary Party for the specific Joint Cell Lines and/or Joint Products that have been generated shall have sole discretion to either continue or discontinue the development of the specific Joint Cell Lines and Joint Products. No new Project, however, shall be initiated by either Party.

Wind-Down Procedures. After notice of termination or expiration of this Agreement is given (including, without limitation, notice under section 10.02), the parties shall meet to develop a transition plan to deal with applications and approved loans that have not been fully processed and/or funded. Such plan shall require all parties to fulfill any legal commitments already made to borrowers or applicants.

Wind-Down Procedures. Upon the occurrence and during the continuance of a Wind-Down Event, upon the occurrence of any Permanent Minimum Capital Requirement Event or during any period in which there is a Defaulting Lender party to the Senior Facility or the Mezzanine Facility: (d) and (e) Indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

Wind-Down Procedures. Unless SCAagrees in writing, if either party suspends or terminates the contract, or the contract expires, Contractor shall complete timely and adequate legal services on all existing contract appointments on cases assigned before the effective date of suspension or termination. 9.2.1 If the shall Negotiations contract expires or terminates, SCA and Contractor negotiate wind-down procedures. Whenever alone shall decide what state funds, if any, will finance wind-down procedures based on what SCA reasonably believes is necessary to ensure the indigent clients' right to adequate assistance of counsel and that Contractor's legal obligations are met.

Wind-Down Procedures. Unless OPDS agrees in writing, if either party suspends or terminates the contract, or the contract expires, Contractor shall complete timely and adequate legal services on all existing contract appointments on cases assigned before the effective date of suspension or termination.

Wind-Down Procedures. Notwithstanding Section 7.2 above, Section 7.3 above, and Section 7.4 above, the Parties shall use their reasonable efforts in good faith to ensure that, following termination of this CEA, all students enrolled in the IAP shall receive adequate teaching, assessment and examination until they are taught out of the IAP (the “Wind Down Period”); provided, however, that the Wind Down Period shall not exceed eighteen (18) months. Except as may be otherwise provided herein, and subject to any rights and obligations which may have accrued prior to termination, no Party shall have any further obligation to the other Party under this Agreement after the CEA has terminated.

Wind-Down Procedures. Upon any termination of this Agreement by Licensor under Section 9.2.1 or by Licensee pursuant to Section 9.2.2, Licensee shall responsibly wind-down, in accordance with accepted pharmaceutical industry norms and ethical practices, any on-going clinical studies for the terminated Licensed Products for which it has responsibility hereunder in which patient dosing has commenced or, if reasonably practicable and requested by Licensor, Licensee, its Affiliates or its Sublicensees shall complete such trials. Licensee shall be responsible for any costs associated with such wind-down. Licensor shall pay all costs incurred by either Party to complete such studies should Licensor request that such studies be completed. Licensee agrees to cooperate with Licensor and its designee(s) to facilitate a smooth, orderly and prompt transition of the manufacture and commercialization of the Licensed Product in the Territory to Licensor and/or its designee(s) following such termination, and upon request by Licensor, and at Licensor’s expense, Licensee shall transfer to Licensor some or all quantities of Licensed Product in its possession, for a price mutually agreed to by the Parties. In addition, following such termination, upon Licensor’s request, all Regulatory Approvals and regulatory filings and communications relating to the Licensed Products owned (in whole or in part) or otherwise controlled by Licensee and its Affiliates, and all other documents relating to or necessary to further manufacture and commercialize any Licensed Products, as such items exist as of the effective date of such termination (including all related completed and ongoing clinical studies) shall be assigned to Licensor, and Licensee shall provide to Licensor one (1) copy of the foregoing and all documents contained in or referenced in any such items, together with the raw and summarized data for any clinical studies (and where reasonably available, electronic copies thereof), and Licensor shall be responsible for all costs and expenses in connection with such transfer and the maintenance of such files.

Wind-Down Procedures. Upon the occurrence and during the continuance of a Wind-Down Event, upon the occurrence of any Permanent Minimum Capital Requirement Event or during any period in which there is a Defaulting Lender party to the Senior Facility or the Mezzanine Facility: (a) the Company shall not be permitted to enter into any new CDS or Off-Setting Swaps or make any Project Investment contemplated by clause (iii) of the definition thereof; (b) the Company may make new Project Investments (other than any Project Investment contemplated by clause (iii) of the definition thereof) in accordance with this Agreement and the other provisions of this Section 12.2, but only for purposes of reducing the risk exposures in respect of the CDS Program that existed as of the related Wind-Down Date; (c) the Company shall have the option to unwind or assign to third parties in a commercially reasonable manner existing CDS at a price reasonably determined by the Managing Member to be the fair market value of such CDS; (d) the Company may, to the extent that there are any advances outstanding under the Senior Facility on the date at least 20 Business Days prior to the final maturity date thereof, borrow under the Mezzanine Facility and deposit the proceeds thereof in the Reserve Account pursuant to Section 3.4, in such amounts as shall be necessary, together with other amounts available in the Reserve Account for such purpose, to repay the principal of and interest on such advances on the Payment Date corresponding to such stated maturity in accordance with Section 13.3 and to terminate the commitments thereunder; (e) the Company shall promptly deliver to the Rating Agencies written notice of the occurrence of such Wind-Down Event; and (f) the Company shall promptly convert any non-cash Permitted Investment into cash.