Remedy in Lieu of Termination Sample Clauses

The "Remedy in Lieu of Termination" clause provides an alternative solution to contract termination when a breach or issue arises. Instead of immediately ending the agreement, this clause allows the non-breaching party to require the breaching party to cure the problem, pay damages, or take other corrective actions as specified in the contract. By offering a structured process for addressing breaches, it helps maintain the contractual relationship and avoids the disruption and costs associated with termination, ensuring that both parties have an opportunity to resolve issues before resorting to more drastic measures.
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Remedy in Lieu of Termination. If Licensor materially breaches or defaults with respect to any material obligation or condition of this Agreement and fails to cure such breach or default within one hundred twenty (120) days after receipt of written notice from Licensee that describes such breach in reasonable detail, Licensee may reduce each of its payment obligations under this Agreement by fifty percent (50%), which reduction shall be effective with respect to any payment obligations that come due on or after the first day following such one hundred twenty (120) day cure period. The foregoing shall be in lieu of any right of termination of this Agreement, if any, for such material breach or default, but in any event will be without prejudice to any other right or remedy that may be available to Licensee under this Agreement or at law or in equity.
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Remedy in Lieu of Termination. In the event that [***], in lieu of terminating this Agreement pursuant to Section 15.2.3(a), Sanofi may elect by written notice to Kymera, at Sanofi’s cost, to [***], in which case [***]. For clarity, [***]. In the event that Sanofi elects [***] pursuant to this Section 15.2.4, then [***].
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Remedy in Lieu of Termination. In the event that Santarus commits a material breach of this Agreement and fails to remedy such breach within sixty (60) days following receipt of written notice from TAP of such breach, TAP may, by delivering thirty (30) days prior written notice to Santarus (the "Escrow Notice") (such sixty (60) and thirty (30) day periods to run consecutively and not concurrently), place any payments due to Santarus into an escrow account with a commercial bank until such time as Santarus cures the breach; provided, however, that if Santarus disagrees that it has committed a material breach of this Agreement, or that it has failed to remedy such breach, Santarus may initiate an alternative dispute resolution proceeding in accordance with Section 13 within thirty (30) days following receipt of the Escrow Notice, in which case the Escrow Notice shall be null and void and TAP's payment obligations to Santarus shall remain in effect. If, in the alternative dispute resolution proceeding to determine whether Santarus has committed a material breach of this Agreement or whether Santarus has failed to remedy such breach, the Neutral rules that Santarus has committed a material breach and has failed to remedy such breach, (a "Santarus Adverse Ruling"), which ruling shall include a specific remedy for such breach and a time period for compliance with such remedy, and Santarus has failed to comply with the terms of the Santarus Adverse Ruling within the time period specified, then TAP shall have the following rights: 12.4.1 where Santarus has failed to comply with a Santarus Adverse Ruling and where such ruling required the payment of monetary damages, then TAP shall have a right of set-off against any payments due to Santarus or shall, at TAP's option, have a right to collect such sums from Santarus; and 12.4.2 where Santarus failed to comply with a Santarus Adverse Ruling and where such ruling required Santarus to take any action or cease any action, then TAP may, by providing written notice to Santarus after the expiration of the time period by which Santarus was to comply with the Santarus Adverse Ruling, place any payments due to Santarus into an escrow account with a commercial bank until such time as Santarus complies with the Santarus Adverse Ruling; provided, however, that (a) if Santarus fails to comply with the Santarus Adverse Ruling within sixty (60) days following the expiration of the time period specified for compliance, and such failure is not excused pursuant to ...
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Remedy in Lieu of Termination. In the event of termination by Licensee under Section 11.2 or 11.3 herein, Licensee will retain a perpetual, fully paid up, royalty free worldwide right and license to develop, make, have made, use and sell Licensed Products in the Field. The foregoing shall be without prejudice to any other right or remedy that may be available to Licensee under this Agreement or at law or in equity.
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Related to Remedy in Lieu of Termination

  • Notification of Termination 22.3.2.1 Upon the occurrence at District's sole determination of any of the above conditions, or upon Developer’s failure to perform any material covenant, condition or agreement in this Facilities Lease, District may, without prejudice to any other right or remedy, serve written notice upon Developer and its Surety of District's termination of this Facilities Lease and/or Developer’s right to perform the Work of this Facilities Lease. This notice will contain the reasons for termination. 22.3.2.2 Unless, within fifteen (15) days after the service of the notice, any and all condition(s) shall cease, and any and all violation(s) shall cease, or arrangement satisfactory to District for the correction of the condition(s) and/or violation(s) be made, this Facilities Lease and the Site Lease shall cease and terminate; provided, however, if the failure stated in the notice cannot be corrected within fifteen (15) days after the service of notice, District may consent to an extension of time, provided Developer instituted and diligently pursued corrective action within the applicable fifteen (15)-day period and until the violation is corrected. Upon District determination, Developer shall not be entitled to receive any further payment until the entire Work is finished. 22.3.2.3 Upon Termination, District may immediately serve written notice of tender upon Surety whereby Surety shall have the right to take over and perform this Facilities Lease only if Surety: 22.3.2.3.1 Within three (3) days after service upon it of the notice of tender, gives District written notice of ▇▇▇▇▇▇’s intention to take over and perform this Facilities Lease; and 22.3.2.3.2 Commences performance of this Facilities Lease within three (3) days from date of serving of its notice to District. 22.3.2.4 Surety shall not utilize Developer in completing the Project if the District notifies Surety of the District’s objection to Developer’s further participation in the completion of the Project. Surety expressly agrees that any developer which Surety proposes to fulfill Surety’s obligations is subject to District’s approval. 22.3.2.5 If Surety fails to notify District or begin performance as indicated herein, District may take over the Work and execute the Work to completion by any method it may deem advisable at the expense of Developer and/or its Surety. Developer and its Surety shall be liable to District for any excess cost or other damages the District incurs thereby. Time is of the essence in this Facilities Lease. If the District takes over the Work as herein provided, District may, without liability for so doing, take possession of and utilize in completing the Work all materials, appliances, plan, and other property belonging to Developer as may be on the Site of the Work, in bonded storage, or previously paid for.

  • In the Event of Termination After receipt of a notice of termination, except as otherwise directed, the AGENCY shall: a. Remit to the COUNTY, within fourteen (14) calendar days, any advanced funds paid, prorated as of the date of termination. b. Stop working under this Contract on the date of receipt and to the extent specified in the notice of termination. c. Place no further orders or subcontracts to the extent that they relate to the performance of the work, which was terminated. d. Terminate all orders and subcontracts to the extent that they relate to the performance of the work, which was terminated. e. Handle all property as directed by the COUNTY. f. Finalize all necessary up to date reports and documents required under the terms of this Agreement up to the date of termination, up to and including the final expenditure report due at the end of the Contract, if any, without reimbursement beyond that due as of the date of termination for services rendered to the termination date. g. Take any other actions as directed in writing by the COUNTY.

  • Event of Termination As soon as reasonably practicable and in any event within two (2) Business Days after any Responsible Officer of the Borrower obtains knowledge of the occurrence of each Event of Termination or Incipient Event of Termination (if such Incipient Event of Termination is continuing on the date of such notice), the statement of a Responsible Officer of the Borrower setting forth the details of such Event of Termination or Incipient Event of Termination and the action which the Borrower is taking or proposes to take with respect thereto.

  • Compensation in the Event of Termination In the event that the Executive’s employment hereunder terminates prior to the expiration of this Agreement for any reason provided in Section 5 hereof, the Company shall pay the Executive, compensation and provide the Executive and the Executive’s eligible dependents with benefits as follows:

  • Notice of Termination; Effect of Termination Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.