Reversion Event shall exist in the event that Purchaser, itself or through one or more of its Affiliates, licensees and sublicensees, (i) fails to satisfy the NDA Requirement, or (ii) in the reasonable judgment of APIL, fails to comply with its Commercially Reasonable Efforts requirements under Section 3.1 of this Exhibit E; provided that, any such failure is not attributable to the material breach by APIL or any of its Affiliates of any of the Ancillary Agreements, which material breach was noticed by Purchaser prior to its receipt of a Reversion Notice from APIL under this Section 4.1.
(A) In the event the failure to satisfy the NDA Requirement is the result of a change in the FDA’s policies or procedures regarding the approval of the Earn-Out Product or drugs in the same class as the Earn-Out Product, and Purchaser, its Affiliates, licensees or sublicensees have used Commercially Reasonable Efforts to accommodate such change and were still unable to satisfy the NDA Requirement, then the deadline shall be extended for a reasonable period of time, but not more than three-hundred sixty-five (365) calendar days or such longer period of time as determined by APIL in good faith based on the impact of such change in the FDA’s policies or procedures on their ability to accommodate such change in policies or procedures.
(B) In the event the failure to satisfy the NDA Requirement is the result of other delays or circumstances that are outside of the reasonable control of Purchaser or its Affiliates, licensees and sublicensees, and Purchaser, its Affiliates, licensees or sublicensees have used Commercially Reasonable Efforts consistent with Section 3.1 of this Exhibit E to overcome such delay or circumstance, then APIL will reasonably consider extending the deadline for a reasonable period of time, but not more than three-hundred sixty-five (365) days, to overcome such failure. In each case of (A) or (B), the compliance with such new deadline shall remain an obligation of Purchaser, its Affiliates, licensees or sublicensees subject to their diligence efforts under Section 3.1 of this Exhibit E and APIL’s rights under this Section 4.1(a).
Reversion Event. Section 3.3(a)(i)
Reversion Event means any or all of the following events:
Examples of Reversion Event in a sentence
The Trustee shall have no duty to monitor the ratings of the Notes, monitor the occurrence of a Covenant Suspension Event or Reversion Event or notify Holders of the same.
The Parties acknowledge that any Reversion Event is not subject to the restrictions contained in this Section 14.02.
Fifty percent (50%) of the estimated cost of is due at the time of booking, to be deducted from the Total Final Payment, unless other prior arrangements have been made.
Upon the occurrence of a Reversion Event, Buyer shall transfer and assign to Seller all of Buyer's right, title and interest in the Current ECT Technology, including, without limitation, the Assigned Agreements.
The Parties agree the Fundamental Representations shall survive the execution of this Agreement and shall continue to survive until the earlier of a Reversion Event.
More Definitions of Reversion Event
Reversion Event means the occurrence of any one or more of the following after the closing of the purchase of the Property upon a REIT Option Event or, in the event of a transfer of the Option to a Permitted Transferee, upon the giving of notice pursuant to Section 33.06(b) and prior to an IPO: (1) the contemplated REIT fails to sell common shares of the REIT to the public in an IPO before the earlier to occur of the one- year anniversary of the closing of the purchase transaction or the August 15 occurring immediately subsequent to the calendar year in which the purchase of the Property is closed; (2) either Xxxxxx or its Affiliates fail to own or control the Tenant in proportions at least equal to such proportions as they own or control as of the date of this Lease; (3) the Partners (or their “Permitted Transferees”, as such term is defined under the Limited Partnership Agreement) comprising Tenant cease to maintain their Percentage Interests in the Tenant under this Lease in the same proportions as they exist as of the date of this Lease, except (a) as such Percentage Interests may be adjusted pursuant to the Limited Partnership Agreement as a result of a capital contribution made under Section 4.2 of the Limited Partnership Agreement by one of the Partners, (b) as portions of such Percentage Interests may be assigned by the Xxxxxx Entities with the consent of Xxxxxx, or (c) as Landlord’s Percentage Interest may be reduced pursuant to the call right contained in Section 4.8 of the Limited Partnership Agreement as a result of a termination by Landlord of his Employment Agreement without “Good Reason” as defined therein, or (4) in the event Tenant establishes a Newco to hold the REIT shares attributable to the transfer of the Property to the REIT, such Newco fails to have the same ownership structure as the Limited Partnership as of the date of the creation of Newco except (a) as such ownership structure may be adjusted in a manner similar to the adjustment of Percentage Interests under the Limited Partnership Agreement as a result of a capital contribution made under a provision similar to Section 4.2 of the Limited Partnership Agreement by one of the Partners, (b) as portions of such interests similar to Percentage Interests may be assigned by the Xxxxxx Entities with the consent of Xxxxxx, or (c) as Landlord’s Percentage Interest may be reduced pursuant to a call right similar to the one contained in Section 4.8 of the Limited Partnership Agreement as a result of a te...
Reversion Event means, following the occurrence of a Suspension Period, Holdings no longer maintains at least two of the ratings specified in the definition of Suspension Period.
Reversion Event means any of the following: (a) KAVL or Kaival Labs declaring bankruptcy or making an assignment for the benefit of its creditors; (b) Kaival Labs fails to develop a Covered Product by October 31, 2023, unless Kaival Labs is actively engaged in obtaining FDA approval of a Covered Product as set forth in Section 2.3(iv); (c) Kaival Labs is denied FDA approval as set forth in Section 2.3(iv) of this Agreement unless Kaival Labs develops a Covered Product unrelated to FDA approval as set forth in Section 2.3(v) of this Agreement; or (d) KAVL or Kaival Labs materially breaches this Agreement after NGL provides written notice of such material breach to KAVL by signature delivery and the material breach is not cured within fifteen (15) Business Days after delivery of the material breach written notice. For the avoidance of doubt, a Reversion Event cannot occur if: (y) Kaival Labs is actively seeking FDA approval; or (z) Kaival Labs has produced, or is producing, any Covered Product.
Reversion Event means the occurrence of circumstances in which (after notice and an opportunity to cure for thirty (30) days in the case of clauses (ii) and (iii) below), (i) AG.CXX has less than 10% of its revenues derive from the AG.CXX Business; (ii)
Reversion Event means (i) the termination or non-renewal of the Advisory Agreement or (ii) Xxxxxxx X. Xxxxxx’x resignation as the Chief Executive Officer and director of Xxxxxxx and the Advisor.
Reversion Event means (i) the termination or non-renewal of the Advisory Agreement or (ii) Michael L. Ashner's resignation as the Chief
Reversion Event means any termination of a subject license or any reversion of a subject license to the licensor (i) in accordance with the provisions of such subject license in effect on the date hereof, (ii) pursuant to mutual agreement between licensor and licensee, without compensation to the licensee except in accordance with the provisions of such subject license as in effect on the date hereof, or (iii) pursuant to unilateral relinquishment by the