Change of Control Party definition

Examples of Change of Control Party in a sentence

• Upon occurrence of a Change of Control, the Change of Control Party will promptly notify the other Party, share with the other Party the policies, procedures and technical and organizational measures it plans to implement in order to protect the confidentiality of the other Party’s Confidential Information prior to such implementation and make any adjustments to such policies and procedures that are reasonably requested by the other Party.

• If the Change of Control Party does not make such confirmation in writing to the other within thirty (30) Business Days of such request, or if the Change of Control Party subsequently breaches such written confirmation and fails to cure such breach within thirty (30) Business Days, the other Party may (with written notice to the Change of Control Party) immediately terminate this Agreement.

• If a Change of Control of either SPI or Takeda occurs (the “Change of Control Party”), then the other Party may request that the Change of Control Party confirms its intent to continue to comply with all of its obligation under this Agreement notwithstanding the Change of Control.

• The Change of Control Party also shall notify the other Party of (1) any material changes relating to the Change of Control prior to the consummation of such Change of Control, and (2) the consummation of any Change of Control.

• The Notice shall be delivered as soon as practicable but no later than [***] after the date the Change of Control Party first approves or agrees to such offer or proposed Change of Control and in any case at least [***] before the closing of such Change of Control.

• Prior to entering into, effecting, permitting or approving any transaction that would result in a Change of Control, the Change of Control Party shall give the other Party written notice of such event (the "Notice").

• If he Change of Control Party has failed to comply with its obligations under Section 2.3, the Sales Force of the Change of Control Party has failed to comply with Section 3.4, or the royalty payments due for a period are greater than one hundred five percent (105%) of the amounts reported as due for a Calendar Quarter under Section 6.10, the Change of Control Party shall pay all of the costs of such review.

• Either Party shall have the right to terminate this Agreement by written notice to the other Party in the event that the other shall commit any material breach of this Agreement and shall fail to remedy same within ninety (90) days after being called upon in writing to do so (or immediately due to a breach by the Change of Control Party of its obligations under Section 2.3 or Section 3.4).

• If either NCIC or NRFC experiences a Change of Control (the "Change of Control Party") at any time after one year following the date hereof, the Change of Control Party or other party (the "Notifying Party") may give one hundred eighty (180) days' written notice to the other party that it intends to terminate this Agreement in its entirety.

• If the review of such records reveals that the Change of Control Party has failed to comply with its obligations under Section 2.3, the Sales Force of the Change of Control Party has failed to comply with its obligations under Section 3.4, or that the Change of Control Party has failed to accurately report information pursuant to Section 6.10, then the Change of Control Party shall promptly pay to the Non-Change of Control Party any resulting amounts due under Section 6.10.