Other Cases of Termination Clause Samples

Other Cases of Termination. In the event of a termination of this Agreement with respect to one or more Products pursuant to Sections 12.2.2 (Mutual Agreement) or Section 12.2.5 (Safety), by Servier pursuant to Section 12.2.1 (Material Breach by Pieris) or by Servier pursuant to Section 12.2.4 (Pieris Insolvency), without prejudice to any other remedies of Servier, including the right to claim damages, the following terms shall apply: (a) All Development, Manufacture and Commercialization of such terminated Product by either Party shall immediately cease; (b) The licenses granted by each Party to the other under, respectively, the Building Block IP and Product Specific IP and the Pieris IP and Servier IP shall immediately terminate; (c) The non-compete set forth in Section 6.2 regarding the terminated Product (including the discontinued targets pairs therein, except to the extent such target pairs are contained within a Product for which this Agreement remains in effect) will no longer apply; and (d) Each Party shall retain the right to use any Data generated with respect to the terminated Product for such Party’s internal, research purposes.
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Other Cases of Termination. Without compliance with the notice and cure provisions in Article 21.3, (but subject to compliance with the notice and cure provisions set forth in Article 21.2, this Offtake Supply Agreement may also be or shall be terminated: (i) In accordance with the terms of Article 4 (Conditions Precedent); (ii) In accordance with the terms of Article 5 (Pioneer Plant and Downstream Conversion); (iii) In accordance with the terms of Article 6 (New Plant); (iv) In accordance with the terms of Article 7 (Production; Quality); (v) In accordance with the terms of Article 10 (Order—Delivery); (vi) In accordance with the terms of Article 18 (Force Majeure); (vii) In accordance with the terms of Article 25 (Breach of Deadline Dates); (viii) In accordance with the terms of Article 29 (Change of Control); (ix) In accordance with the terms of Article 31 (Compliance with Sustainability Principles); (x) In the event of the termination of the Consortium Agreement (which, for the avoidance of doubt, does not include any Consortium Member withdrawing from the Consortium Agreement) prior to the Start Date under the conditions set forth therein, either Party may terminate this Offtake Supply Agreement upon written notice to the other Party; (xi) In the event that a Material Adverse Change with respect to a Party shall have occurred prior to the date of issuance of the first Order placed under this Offtake Supply Agreement, the other Party may terminate this Offtake Supply Agreement by written notice to such first-mentioned Party; (xii) In the event of the occurrence of a Bankruptcy Event with respect to a Party, the other Party may terminate this Offtake Supply Agreement by written notice to such first-mentioned Party; (xiii) In the event (a) of the occurrence of a Bankruptcy Event with respect to any Third Party Manufacturer, any Associated PET Supply Chain or – if applicable – any Associated PEF Supply Chain and such Bankruptcy Event constitutes a Material Adverse Change under this Offtake Supply Agreement and (b) despite their best efforts, the Supplier and the Supplier Affiliates are unable to retain a substitute Third Party Manufacturer, Associated PET Supply Chain, or Associated PEF Supply Chain, as the case may be, within [***] after the occurrence of such Bankruptcy Event, either Party may terminate this Offtake Supply Agreement upon written notice to the other Party; (xiv) In the event the Supplier fails to achieve any Long Stop Date, Danone may terminate this Offtake Supply...
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Other Cases of Termination. Subject to the notice and cure provisions in Article 20.3, this Offtake Supply Agreement may also be terminated in the following circumstances upon written notice, without any obligation to carry out any further formality or to initiate court proceedings: (i) In accordance with the terms of Article 4 (Conditions Precedent); (ii) In accordance with the terms of Article 5 (Pioneer Plant, Penalties and Downstream Conversion); (iii) In accordance with the terms of Article 6 (New Plant); (iv) In accordance with the terms of Article 7 (Production; Quality); (v) In accordance with the terms of Article 10 (Order—Delivery); (vi) In accordance with the terms of Article 18 (Force Majeure); (vii) In accordance with the terms of Article 27 (Change of Control); (viii) In accordance with the terms of Article 29 (Compliance with Sustainability Principles); (ix) In the event either Party is taking steps to enter into liquidation or is subject to bankruptcy proceedings or is entering into a deed of arrangement for the benefit of its creditors or is committing or suffering any equivalent act or thing under any Applicable Law; (x) In the event (a) the Third Party Manufacturer, any Associated PET Supply Chain or, if applicable, any Associated PEF Supply Chain, is taking steps to enter into liquidation or is subject to bankruptcy proceedings or is entering into a deed of arrangement for the benefit of its creditors or is committing or suffering any equivalent act under any Applicable Law and (b) no substitute Third Party Manufacturer, Associated PET Supply Chain, or Associated PEF Supply Chain, as applicable, can be found within [***] after either Party informing the other Party of such event; (xi) In the event the Supplier fails to comply with any of the Long Stop Dates; (xii) In the event the Supplier repudiates, or threatens to repudiate, any of its obligations under this Offtake Supply Agreement; (xiii) If the Supplier takes any action, or fails to take any action, required under this Offtake Supply Agreement, or as reasonably requested by Nestlé Waters, the result of which is any imminent interruption or delay, or the threat of an imminent interruption or delay, in any production at any of Nestlé Waters’s manufacturing facilities; (xiv) In the event Nestlé Waters or the Nestlé Waters Affiliates fail to pay any amounts in excess of [***] payable according to Article 8, and such failure is not justified under the terms and conditions of this Offtake Supply Agreement; or (xv)...
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Other Cases of Termination. 12.2.1 Without compliance with the notice and cure provisions in Section 12.3 (but subject to compliance with any notice and cure provisions set forth in the specified Sections), this Agreement may be terminated or will be terminated, as the case may be: (i) in accordance with the terms of Article 2 (Conditions Precedent); (ii) in accordance with the terms of Article 9 (Force Majeure Events); 12.2.2 Upon the occurrence of a Bankruptcy Event with respect to a Party, the other Party may terminate this Agreement by written notice to such first-mentioned Party. 12.2.3 In the event that Buyer fails to timely pay in accordance with Article 6 any amount(s) due to the Supplier or any Supplier Affiliate that is individually or in aggregate in excess of $50,000 (other than any amount that is being disputed in good faith) and fails to cure such breach within ten (10) days after written notice to Buyer thereof, in accordance with Section 12.3, by the Supplier or any applicable Supplier Affiliate, the Supplier may terminate this Agreement upon written notice to Buyer. 12.2.4 A Party fails to comply with the assignment and transfer provisions herein.
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Related to Other Cases of Termination

  • Events of Termination Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

  • Effects of Termination In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.

  • Manner of Termination The Party terminating this Agreement pursuant to Section 8.1 (other than pursuant to Section 8.1(a)) must deliver prompt written notice thereof to the other Parties setting forth in reasonable detail the provision of Section 8.1 pursuant to which this Agreement is being terminated and the facts and circumstances forming the basis for such termination pursuant to such provision.

  • Rights of Termination 10.1 The Company may in its sole discretion terminate this agreement by written notice to the Customer if: (a) The Customer defaults in performing its obligations under this agreement and the default, if capable of being remedied, is not remedied within seven (7) days from receiving a notice specifying the default and requiring remedy; or (b) The Customer defaults in the performance of its obligations under this agreement and the default is in the Company’s reasonable opinion incapable of being remedied; or (c) The Customer commits an act of insolvency including a compromise with creditors or appoints a voluntary administrator; or if a receiver is appointed in respect of the assets of the Customer; or if an arrangement with the Customer’s creditors is made or likely to be made; or if the Customer ceases or threatens to cease carrying on business; or if the ownership or effective control of the Customer is transferred or the nature of the Customer’s business is materially altered, or the Customer is adjudicated bankrupt. 10.2 Termination of this agreement will not prejudice or affect the rights, remedies and claims and/or any liabilities of the Company. The Company shall have no liability or responsibility whatsoever to the Customer for any loss or damage of any kind which may result directly or indirectly from such termination of this agreement.

  • TERMINATION AND CONSEQUENCES OF TERMINATION Either Party may immediately terminate this Agreement upon written notice if this other Party: materially breaches this Agreement, and such breach is incapable of cure, or, if the breach is capable of cure, fails to cure such breach within [NUMBER] days after receiving written notice of the breach; becomes insolvent or is generally unable to pay its debts as they become due; files, or has filed against it, a petition for voluntary or involuntary bankruptcy, or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; makes or seeks to make a general assignment for the benefit of its creditors; applies for, or has appointed, a receiver, trustee, custodian, or similar agent by order of a court of competent jurisdiction to take charge of or sell any material portion of its property or business; or is dissolved or liquidated. The expiration or termination of this Agreement shall not affect any rights or obligations that: (i) are intended to survive such expiration or termination; and (ii) were incurred by the Parties prior to such expiration or termination. Upon the expiration or termination of this Agreement for any reason, each Party shall promptly: [return to the other Party/destroy] all documents and tangible materials (including any copies) containing, reflecting, incorporating, or based on the other Party’s Confidential Information; permanently erase all of the other Party’s Confidential Information from its computer systems, [except for copies that are: (i) required to be retained under applicable laws; or (ii) maintained as archive copies on its disaster recovery or information technology backup systems, which shall be destroyed upon the normal expiration of such backup files, or as otherwise required by law]; and certify in writing to the other Party that it has complied with these requirements.