If either Party Clause Samples

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If either Party. (i) makes a general assignment for the benefit of creditors or becomes insolvent; (ii) files an insolvency petition in bankruptcy or the approximate equivalent under local law; (iii) petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets or the approximate equivalent under local law; (iv) commences under the laws of any jurisdiction any proceeding involving its insolvency, bankruptcy, reorganization, adjustment of debt, dissolution, liquidation, or any other similar proceeding for the release of financially distressed debtors; or (v) becomes a party to any proceeding or action of the type described above in (iii) or (iv) and such proceeding or action remains undismissed or unstayed for a period of more than sixty {60) days, then the other Party may by written notice terminate the exclusive license with immediate effect.
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If either Party. (i) makes an assignment for the benefit of creditors; (ii) becomes insolvent; (iii) files a voluntary petition for bankruptcy; (iv) acquiesces to an involuntary bankruptcy petition; (iv) is adjudicated as bankrupt; or (v) ceases to do business, the other Party, at its option, may immediately terminate this Agreement upon giving written notice thereof.
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If either Party terminates the Agreement on Use of Huawei APIs or the HUAWEI Developer Service Agreement, this Agreement shall automatically terminate on the same day.
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If either Party. 16.1.1 commits a material breach of this Agreement or of any Contract and in the case of a breach capable of remedy fails to remedy the breach within 21 days of being required to do so in writing by the other Party [or commits a series of minor breaches defined as [3 or more] during any [3 month period]]; or 16.1.2 becomes insolvent, goes into liquidation (other than voluntary liquidation for the purpose of a bone-fide reconstruction or amalgamation); or 16.1.3 enters into receivership or has an administrative receiver appointed; or 16.1.4 undergoes a change of control (which, for UMS is as defined in Section 416 of the Income and Corporation Taxes Act 1988) which, in the reasonable opinion of the other Party would have an adverse impact on it or on the Joint Venture; then in any such case the other Party (the Continuing Party ) shall have the right to exclude that Party (the Defaulting Party ) from all further participation in the Joint Venture and take over its interests under this Agreement. If it so decides, the Continuing Party may exclude the Defaulting Party from participation in respect of a particular Contract or Contracts in which case Clauses 17.2 to 17.6 below shall only apply insofar as they relate to such Contract(s).] 16.1.5 The Continuing Party shall have the right to: 16.1.6 use all assets, plant, equipment and material in the possession of the Joint Venture at the time of the Defaulting Party s exclusion until the Agreement is terminated; and 16.1.7 operate the bank accounts of the Joint Venture; and 16.1.8 retain all payments becoming due to the Joint Venture. 16.1.9 The Defaulting Party shall execute all documents and do such things as are necessary or required by the Continuing Party to enable the Continuing Party to proceed with the performance of any Contracts and this Agreement [In the event that the Defaulting Party refuses to execute any documents required by the Continuing Party to enable it to proceed with the performance of any Contracts and this Agreement the Continuing Party shall be entitled to execute any such documents on behalf of the Defaulting Party and the Defaulting Party irrevocably agrees for this purpose that the Continuing Party shall be appointed as attorney of the Defaulting Party to execute such documents.] References in this Agreement to the administration and direction of the Joint Venture shall be deemed to exclude the Defaulting Party and if the Defaulting Party is excluded from all further participation in...
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Related to If either Party

  • Party The term “

  • Patent Challenge 6.5.1 Licensor may terminate this Agreement, effective immediately upon written notice to Licensee, upon the commencement by Licensee or any of its Affiliates of a Patent Challenge. 6.5.2 Licensee shall include in each sublicense agreement entered into with a Sublicensee a right of Licensee to terminate such sublicense agreement if such Sublicensee commences a Patent Challenge; and Licensee shall terminate the sublicense agreement, effective immediately upon written notice to the Sublicensee, if the Sublicensee commences a Patent Challenge. In addition, if the Sublicensee’s commencement of a Patent Challenge gives Licensor’s licensor a right of termination under the Penn Agreement and such licensor threatens to terminate the Penn Agreement, then, upon receipt of notice to such effect, Licensor may terminate this Agreement, effective immediately upon written notice to Licensee, if the Sublicensee commences a Patent Challenge. 6.5.3 For purposes of this Section 6.5, “Patent Challenge” means any action against Licensor or the University of Pennsylvania or SmithKline ▇▇▇▇▇▇▇ Corporation (or their successors under the Existing Licenses), including an action for declaratory judgment, to declare or render invalid or unenforceable the Licensed Patents, or any claim thereof.

  • Termination for Patent Challenge Either Party shall have the right to terminate this Agreement solely on a Shared Product-by-Shared Product basis upon written notice if the other Party or any of its Affiliates challenges the validity, scope or enforceability of or otherwise opposes any Patent (i) included in the Vividion Intellectual Property or Vividion Co-Co Collaboration Intellectual Property and that is licensed to Celgene under this Agreement in any action or proceeding, or (ii) included in the Celgene Intellectual Property or Celgene Co-Co Collaboration Intellectual Property that is licensed to Vividion under this Agreement in any action or proceeding (subject to the exceptions described in this Section 14.3(d), a “Challenge”) (other than as may be necessary or reasonably required to assert a defense, cross-claim or a counter-claim in an action or proceeding asserted by either Party or any of its Affiliates or Licensee Partners against the other Party or any of its Affiliates or to respond to a court request or order or administrative law, request or order) it being understood and agreed that either Party’s right to terminate this Agreement under this Section 14.3(d) shall not apply to any actions undertaken by an Affiliate of the other Party (the “Challenging Party”) that first becomes such an Affiliate as a result of a Change of Control involving the Challenging Party, where such new Affiliate was undertaking any of the activities described in the foregoing clause prior to such Change of Control; provided that a Party’s right to terminate this Agreement under this Section 14.3(d) shall apply to actions undertaken by such new Affiliate if the Challenging Party is the acquiror in such Change of Control and such new Affiliate does not terminate or otherwise cease participating in such action, proceeding, challenge or opposition within thirty (30) days after the effective date of such Change of Control. If a Licensee Partner of either Party challenges the validity, scope or enforceability of or otherwise opposes any Patent included in any of the intellectual property described in this Section 14.3(d) under which such Licensee Partner is sublicensed in any action or proceeding, then the Party that granted such sublicense shall, upon written notice from the other Party, terminate such sublicense. For the avoidance of doubt, an action by a Party or any of its Affiliates (collectively the “Pursuing Party”) in accordance with this Agreement and the Master Agreement to amend claims within a pending patent application of the other Party during the course of the Pursuing Party’s Prosecution of such pending patent application or in defense of a Third Party proceeding, or to make a negative determination of patentability of claims of a patent application of the other Party or to abandon a patent application of the other Party during the course of the Pursuing Party’s Prosecution of such pending patent application, shall not constitute a challenge under this Section 14.3(d). Neither Party shall, and each Party shall ensure that its Affiliates and Licensee Partners do not, use or disclose any Confidential Information of the other Party or any nonpublic information regarding the Prosecution or enforcement of any Vividion Patent, Celgene Co-Co Collaboration Patent or Vividion Co-Co Collaboration Patent (including Joint Co-Co Patents and Joint Patents) to which a Party or any of its Affiliates or (sub)licensees are or become privy as a consequence of the rights granted to such Party pursuant to Article X, in initiating, requesting, making, filing or maintaining, or in funding or otherwise assisting any other Person with respect to, any Challenge.

  • Force Majeure Notice In relation to any Relevant Force Majeure Event: (a) as soon as reasonably practicable after the Affected Party becomes aware, or ought reasonably to have become aware, that such Force Majeure Event qualifies for relief under this Clause 17 (and, in any event, within 72 hours of becoming aware of such circumstances), the Affected Party shall give a Force Majeure Notice; and (b) the Force Majeure Notice shall include detailed particulars (to the extent available) of the Relevant Force Majeure Event and its consequences, its effects on the Affected Party, the Relevant Obligations, the likely duration of such consequences and effects and the remedial measures proposed by the Affected Party to avoid or remove the Relevant Force Majeure Event or to mitigate its consequences and effects.

  • By Either Party Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. No later than the Termination Date, you will close your account.