Common use of Cause for Termination Clause in Contracts

Cause for Termination. This Agreement may be terminated at any time during the term of the Agreement: (a) upon written notice by either Party if the other Party is in breach of its material obligations hereunder by causes and reasons within its control and has not cured such breach within ninety (90) days after notice requesting cure of the breach; provided, however, in the event of a good faith dispute with respect to the existence of a material breach, the ninety (90) day cure period shall be tolled until such time as the Dispute is resolved pursuant to Section 9.6 hereof; or (b) by either Party upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, in the case of any involuntary bankruptcy or receivership proceeding such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy, receivership or such proceeding is not dismissed within ninety (90) days after the filing thereof.

Appears in 2 contracts

Sources: Research Collaboration and License Agreement (Alnylam Pharmaceuticals Inc), Research Collaboration and License Agreement (Alnylam Pharmaceuticals Inc)

Cause for Termination. This Agreement may be terminated at any time during the term of the AgreementTerm: (a) upon written notice by either Party if the other Party is in breach of its material obligations hereunder by causes and reasons within its control and has not cured such breach within ninety [***] days (90[***] days in the case of a breach of any payment obligations hereunder) days after notice requesting cure of the breach; provided, however, in the event of a good faith dispute with respect to the existence of a material breach, the ninety (90) day aforementioned cure period shall be tolled until such time as the Dispute dispute is resolved pursuant to Section 9.6 hereof12.8; or (b) by either Party upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, that in the case of any involuntary bankruptcy or receivership proceeding such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy, receivership bankruptcy or such proceeding is not dismissed within ninety (90) [***] days after the filing thereof.

Appears in 2 contracts

Sources: Exclusive License and Research Collaboration Agreement (Artiva Biotherapeutics, Inc.), Exclusive License and Research Collaboration Agreement (Artiva Biotherapeutics, Inc.)

Cause for Termination. This Agreement may be terminated at any time during the term of the AgreementAgreement Term: (a) by CEIC at any time for convenience upon notice to Tengion; (b) upon written notice by either Party if the other Party (the “Breaching Party”) is in breach of its material obligations hereunder by causes and reasons within its control and has not cured such breach within ninety thirty (9030) days after notice requesting cure of the breach; provided, however, ; (c) upon the unexercised expiration of the Option in accordance with the event terms hereof; (d) upon a Change of a good faith dispute with respect to the existence Control of a material breach, the ninety (90) day cure period shall be tolled until such time as the Dispute is resolved pursuant to Section 9.6 hereofTengion; or (be) by either Party upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, that, in the case event of any involuntary bankruptcy or receivership proceeding proceeding, such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy, bankruptcy or receivership or such proceeding is not dismissed within ninety (90) days after the filing thereof.

Appears in 1 contract

Sources: Collaboration and Option Agreement (Tengion Inc)

Cause for Termination. This Agreement may be terminated at any time during the term of the Agreement:time (a) upon written notice by either a Party if the other Party is in material breach of its material obligations hereunder by causes and reasons within its control and has not cured such breach within ninety sixty (9060) days after notice requesting cure of the breach; provided, however, in the event of a good faith dispute with respect to the existence of a material breachbreach or cure thereof, the ninety sixty (9060) day cure period shall be tolled until such time as the Dispute dispute is resolved pursuant to Section 9.6 hereof11.6 (“Dispute Resolution”); or (b) by either a Party upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, in the case of any involuntary bankruptcy or receivership proceeding such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy, receivership bankruptcy or such proceeding is not dismissed within ninety (90) days after the filing thereof.

Appears in 1 contract

Sources: License and Research Collaboration Agreement

Cause for Termination. This Agreement may be terminated at any time during the term of the this Agreement: (a) upon written notice by either Party (the “Non-Breaching Party”) may terminate this Agreement in its entirety if the other Party (the “Breaching Party”) is in breach of its material obligations hereunder by causes and reasons within its control and has not cured such breach within ninety (90) [***] days after notice from the Non-Breaching Party to the Breaching Party requesting cure of the breachbreach (the “Cure Period”); provided, however, in the event of a good faith dispute with respect to the existence of a material breach, the ninety (90) day cure period shall be tolled until such time as the Dispute is resolved pursuant to Section 9.6 hereof; or[***] (b) by either Party upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, that in the case of any involuntary bankruptcy or receivership proceeding such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy, receivership bankruptcy or such proceeding is not dismissed within ninety (90) [***] days after the filing thereof.

Appears in 1 contract

Sources: Exclusive License and Research Collaboration Agreement (Proteostasis Therapeutics, Inc.)

Cause for Termination. This Agreement may be terminated at any time during the term of the AgreementTerm: (a) upon written notice by either Party if the other Party is in breach of its material obligations hereunder by causes and reasons within its control and has not cured such breach within ninety (90) days [*] after notice requesting cure of the breach; provided, however, in the event of a good faith dispute with respect to the existence of a material breach, the ninety (90) day [*] cure period shall be tolled until such time as the Dispute dispute is resolved pursuant to Section 9.6 hereof9.7; or (b) by either Party (the “Terminating Party”) upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party (the “Bankruptcy Party”); provided, however, that in the case of any involuntary bankruptcy or receivership proceeding such right to terminate shall only become effective if the Bankruptcy Party consents to the such involuntary bankruptcy, receivership or such proceeding is not dismissed within ninety (90) days [*] after the filing thereof.

Appears in 1 contract

Sources: Exclusive License and Research Collaboration Agreement (Cocrystal Pharma, Inc.)

Cause for Termination. This Agreement may be terminated at any time during the term of the this Agreement: (a) upon written notice by either a Party if the other Party is in material breach of its material obligations hereunder by causes and reasons within its control and has not cured such breach within ninety sixty (9060) days after notice requesting cure of the breach; provided, however, in the event of a good faith dispute with respect to the existence of a material breachbreach or cure thereof, the ninety sixty (9060) day cure period shall be tolled until such time as the Dispute dispute is resolved pursuant to Section 9.6 hereof11.6 ("Dispute Resolution"); or (b) by either a Party upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, in the case of any involuntary bankruptcy or receivership proceeding such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy, receivership bankruptcy or such proceeding is not dismissed within ninety (90) days after the filing thereof.

Appears in 1 contract

Sources: License and Research Collaboration Agreement (Genelabs Technologies Inc /Ca)