Failure to Meet Due Diligence Obligation Sample Clauses

The 'Failure to Meet Due Diligence Obligation' clause defines the consequences and remedies if a party does not fulfill its agreed-upon due diligence responsibilities under a contract. Typically, this clause outlines what constitutes a failure, such as missing deadlines for providing information or not conducting required investigations, and may specify remedies like the right to terminate the agreement or seek damages. Its core function is to ensure accountability and provide a clear process for addressing lapses in due diligence, thereby protecting the interests of the non-breaching party.
Failure to Meet Due Diligence Obligation. 8.2.1 If the diligence requirements set forth in Section 8.1 are not met by Licensee (or its Affiliates or Sublicensees) in the United States or in Japan, Licensee's rights hereunder shall terminate upon written notice by XT to Licensee and subject to Sections 8.3, 8.4 and 13.3 below.
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Failure to Meet Due Diligence Obligation. If the diligence requirements set forth in Section 5.1 are not met by GNE (or its Sublicensees), ABX shall have the right, at ABX's election (subject to the notice and cure provisions under Section 10.2, except to the extent that the Product [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. License between ABX and XT is terminated by XT because the diligence requirements set forth in the Product License have not been met), either (a) to convert GNE's exclusive license to a non-exclusive royalty-bearing license to use the ABX Know-How and practice the ABX Patent Rights for the purposes set forth in this Agreement, or (b) to terminate the license rights granted to GNE hereunder.
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Failure to Meet Due Diligence Obligation. 5.2.1 If the diligence requirements set forth in Section 5.1 are not met by CGI (or its Affiliates or Sublicensees) in the United States or in Japan, CGI's rights hereunder shall terminate upon written notice by ABX to CGI and subject to Sections 5.3, 5.4 and 10.3 below.
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Failure to Meet Due Diligence Obligation. 9.2.1 If the diligence requirements set forth in Section 9.1 are not met by CGI (or its Affiliates or Sublicensees) in the United States or by JTI (or its Affiliates or Sublicensees) in Japan, such licensee's rights in the CGI Territory or the JTI Territory, as the case may be, will become co-exclusive with the other licensee in such territory and all rights to the Product in the Rest of the World will remain or become the exclusive rights of the other licensee, upon written notice by XT to such licensee and subject to Sections 9.3, 9,4 and 14.3 below.
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Failure to Meet Due Diligence Obligation. 9.2.1 If the diligence requirements set forth in Section 9.1 are not met by ABX (or its Affiliates or Sublicensees) in the United States or by JTI (or its Affiliates or Sublicensees) in Japan, such licensee's rights hereunder shall terminate upon written notice by XT to such licensee and subject to Sections 9.3, 9.4 and 14.3 below. 9.2.2 Notwithstanding Section 9.2.1, the license granted hereunder to ABX or JTI, as the case may be, shall not terminate by reason of a delay [***], to the extent that prudent business judgment, based on circumstances outside of such licensee's reasonable control, reasonably justifies such delay.
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Failure to Meet Due Diligence Obligation. If the diligence requirements set forth in Section 5.1 are not met by GNE (or its Sublicensees), ABX shall have the right, at ABX's election (subject to the notice and cure provisions under Section 10.2, except to the extent that the XT Product License between ABX and XT is terminated by XT because the diligence requirements set forth in the XT Product License have not been met), either (a) to convert GNE's exclusive license to a non-exclusive royalty-bearing license to use the ABX Know-How and practice the ABX Patent Rights for the purposes set forth in this Agreement, or (b) to terminate the license rights granted to GNE hereunder.
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Failure to Meet Due Diligence Obligation. If the diligence requirements set forth in Section 5.1 and 5.2 are not met by AVI (or its Sublicensees), ABX shall have the right to terminate this Agreement pursuant to Section 9.2 below.
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Failure to Meet Due Diligence Obligation. If the diligence requirements set forth in Section 5.1 or 5.2 are not met by JTI (or its Affiliates or Sublicensees) in the United States or Japan, JTI's rights hereunder shall terminate upon written notice by ABX to JTI (the "Termination Notice") and subject to Sections 5.3.1, 5.3.2 and 5.3.3 below.
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Failure to Meet Due Diligence Obligation. If the diligence requirements set forth in Section 5.1 and 5.2 are not met by MBio (or its Sublicensees), ABX shall have the right to terminate this Agreement pursuant to Section 9.2 below; provided, however, with respect to a default under Section 5.1 or 5.2 above, the notice and cure period under Section 9.2 below shall be extended from thirty (30) to ninety (90) days.
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Related to Failure to Meet Due Diligence Obligation

  • Diligence Obligations (a) AstraZeneca shall use Commercially Reasonable Efforts at its own cost and expense (i) to Develop a Licensed Product and to seek Regulatory Approval for such Licensed Product for use in humans in each of the Major Markets, (ii) Manufacture or have Manufactured Licensed Compound and Licensed Product for use in the Development and Commercialization thereof, and (iii) to Commercialize a Licensed Product for use in humans in each of the Major Markets. AstraZeneca shall perform, or cause its Affiliates or Third Party contractors to perform, its responsibilities under this Agreement, and Ardelyx shall perform, or cause its Affiliates or Third Party contractors to perform the Assigned Activities, in each case, in compliance with this Agreement, all Applicable Laws, applicable FDA (or foreign equivalent) requirements, including, without limitation, then-current GLP, GCP and GMP. For the avoidance of doubt, AstraZeneca shall not be obligated to obtain Regulatory Approvals for, or Commercialize, more than one Licensed Product for use in humans in any Major Market. Further, Ardelyx acknowledges and agrees that nothing in this Section 4.4 is intended, or shall be construed, to require AstraZeneca to Develop or Commercialize a specific Licensed Product. In the event that AstraZeneca decides to discontinue the Development or Commercialization of a [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Licensed Product in favor of another Licensed Product, its obligations under this Section 4.4 shall cease with respect to such initial Licensed Product in favor of such other Licensed Product. AstraZeneca shall have no other obligation, express or implied, to Exploit the Licensed Products. (b) If Ardelyx at any time believes that AstraZeneca may be in material breach of its obligations under Section 4.4(a), then Ardelyx may exercise its rights under Section 16.2(a) or proceed directly to exercise its rights under Section 14.2(a) (subject to the provisions set forth therein), at Ardelyx’s sole discretion.

  • No Material Default; Payment Record No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage Loan has been originated within the past 12 months), and as of Cut-off Date, no Mortgage Loan is delinquent (beyond any applicable grace or cure period) in making required payments. To the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration in the case of either clause (a) or clause (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property; provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in this Exhibit C. No person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.

  • Notice of Default, Litigation and Material Adverse Effect Promptly, and in any event within three Business Days after any officer of the Borrower or any of its Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default, (ii) any litigation or governmental investigation or proceeding pending against the Borrower or any of its Subsidiaries (x) which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (y) with respect to any Document, or (iii) any other event, change or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect.

  • No Material Defaults Neither the Company nor any of the Subsidiaries has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual Report on Form 10-K, indicating that it (i) has failed to pay any dividend or sinking fund installment on preferred stock or (ii) has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

  • Due Diligence Fee Company shall pay the Investor a non-refundable due diligence fee of Five Thousand Dollars ($5,000) upon submission of the due diligence documents to the Investor.