Provision for Insolvency Sample Clauses

A Provision for Insolvency clause outlines the rights and obligations of the parties if one of them becomes insolvent or enters bankruptcy proceedings. Typically, this clause allows the non-insolvent party to terminate the contract, suspend performance, or take other protective actions if the other party is unable to meet its financial obligations. By clearly defining the steps to be taken in the event of insolvency, this clause helps manage risk and provides certainty, ensuring that parties are not unfairly bound to a contract with an insolvent counterparty.
Provision for Insolvency. (a) All rights and licenses granted under or pursuant to this Agreement by ICN to Schering are, for all purposes of Section 365(n) of Title 11 of the U.S. Code ("Title 11"), licenses of rights to intellectual property as defined in Title 11. ICN agrees during the Exclusive Period to maintain and preserve any current copies of all such intellectual property which are in existence and in its possession as of the commencement of a case under Title 11 by or against ICN. If a case is commenced by or against ICN under Title 11, then, unless and until this Agreement is rejected as provided in Title 11, ICN (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, a Title 11 Trustee) shall, as Schering may elect in a written request, immediately upon such request (A) (i) perform all of the obligations provided in this Agreement to be performed by ICN, or (ii) provide to Schering all such intellectual property (including all embodiments thereof) held by ICN and such successors and assigns as of the commencement of a case under Title 11 by or against ICN and from time to time thereafter, and (B) not interfere with the rights of Schering as provided in this Agreement, or any agreement supplementary hereto, to such intellectual property (including all such embodiments thereof, including any right of Schering to obtain such intellectual property (or such embodiment) from any other entity. (b) If a Title 11 case is commenced by or against ICN, this Agreement is rejected as provided in Title 11 and Schering elects to retain its rights hereunder as provided in Title 11, then ICN (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, a Title 11 Trustee) shall provide to Schering all such intellectual property (including all embodiments thereof) held by ICN and such successors and assigns immediately upon Schering's written request therefor. Whenever ICN or any of its successors or assigns provides to Schering any of the intellectual property licensed hereunder (or any embodiment thereof) pursuant to this Article 14, Schering shall have the right to perform the obligations of ICN hereunder with respect to such intellectual property, but neither such provision nor such performance by Schering shall release ICN from any such obligation or liability for failing to perform it; provided, however, that in such event Schering shall not be entitled to compel specific per...
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Provision for Insolvency. 50 ARTICLE 15
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Provision for Insolvency. Portola shall be deemed a “Debtor” under this Agreement if, at any time during the Term (a) a case is commenced by or against Portola under the U.S. Bankruptcy Code (the “Code”), (b) Portola files for, or a final order is entered placing Portola in, bankruptcy, reorganization, liquidation or receivership proceedings (other than a case under the Code), (c) Portola make a general assignment for the benefit of its creditors, or (d) a receiver or custodian is appointed for all or substantially all of Portola’s business; provided, however, that in the case of any involuntary case under the Code, Portola shall not be deemed a Debtor if the case is dismissed within [*] after the commencement thereof. In the event that Portola is deemed a Debtor, Biogen Idec may terminate this Agreement by providing written notice to Portola. All licenses granted under this Agreement are deemed to be, for purposes of Section 365(n) of the Code, licenses of rights to “intellectual property” as defined in Section 101 of the Code, and Biogen Idec shall have such rights as are provided under the Code in the event of the bankruptcy of Portola.
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Provision for Insolvency. If, at any time during the Term (a) a case is commenced by or against LipimetiX under Section 101(35A) of Title 11 of the United States Code (“Bankruptcy Code”), (b) LipimetiX files for or is subject to the institution of bankruptcy, reorganization, liquidation or receivership proceedings (other than a case under the Bankruptcy Code), (c) LipimetiX assigns all or a substantial portion of its assets for the benefit of creditors, (d) a receiver or custodian is appointed for LipimetiX’s business or (e) a substantial portion of LipimetiX’s business is subject to attachment or similar process, then Anji Pharma may terminate this Agreement by providing written notice to LipimetiX. If Anji Pharma terminates this Agreement pursuant this Section 9.8, then: (i) all licenses granted to Anji Pharma under this Agreement shall become irrevocable and perpetual. All rights and licenses now or hereafter granted by LipimetiX to Anji Pharma under or pursuant to any Section of this Agreement, including Section 2.1, are rights to “intellectual property” (as defined in the Bankruptcy Code). If (1) a case under the Bankruptcy Code is commenced by or against LipimetiX, (2) this Agreement is rejected as provided in the Bankruptcy Code and (3) Anji Pharma elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, then LipimetiX (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall provide to Anji Pharma all intellectual property licensed hereunder, and agrees to grant and hereby grants to Anji Pharma and its Affiliates a right to access and to obtain possession of and to benefit from and, in the case of any chemical or biological material or other tangible item of which there is a fixed or limited quantity, to obtain a pro rata portion of such item to the extent related to any Compound or Product, or otherwise related to any right or license granted under or pursuant to this Agreement. LipimetiX shall not interfere with the exercise by Anji Pharma or its Affiliates of rights and licenses to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use Commercially Reasonable Efforts to assist Anji Pharma and its Affiliates to obtain such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary for the Anji Pharma Related Parties to exercise such rights and licenses in accordance wi...
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Provision for Insolvency. 82 11.9.1 Termination....................................... 82 11.9.2
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Provision for Insolvency 
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Related to Provision for Insolvency

  • Termination for Insolvency The Procuring Entity may at any time terminate the Contract by giving notice to the Supplier if the Supplier becomes bankrupt or otherwise insolvent. In such event, termination will be without compensation to the Supplier, provided that such termination will not prejudice or affect any right of action or remedy that has accrued or will accrue thereafter to the Procuring Entity

  • PROCEDURE UPON APPLICATION FOR INDEMNIFICATION 12.1 A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board (ii) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iii) by vote of the shareholders by ordinary resolution. The Company will promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom. 12.2 In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1 hereof, the Independent Counsel shall be selected as provided in this Section 12.2. The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11.2 hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12.1 hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14.1 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

  • Termination for Bankruptcy In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such Party.

  • PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION (a) Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise. (b) Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section 12(a) of this Agreement.

  • INDEMNIFICATION FOR INFRINGEMENT The terms of this Section 10 do not apply to the Community Edition Licensees. Licensor will defend or settle, at its own expense, any claim against Licensee asserting a copyright, trademark or trade secret which concerns the Product used within the scope of the Agreement hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's obligations under this Section are conditioned on Licensee promptly notifying Licensor in writing after Licensee first receives notice of any such claim, action or allegation of infringement and, Licensor being given sole control of the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor's prior written consent. If an injunction or order is obtained against Licensee's use of the Product by reason of the allegations of infringement, or if in Licensor's opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense: (a) Procure for Licensee the right to continue using the Product; or (b) Modify or replace the Product with a compatible, functionally equivalent, non-infringing Product(s); or (c) If neither (a) nor (b) is reasonably practical in Licensor's judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's entire liability and Licensee's sole and exclusive remedy in the event of intellectual property infringement of any kind.