Grouped Into 90 Collections of Similar Clauses From Business Contracts
This page contains Term and Termination clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Term and Termination. 7.1 Term of Agreement. Unless this Agreement is earlier terminated in accordance with the provision of this Section 7, the term of this Agreement will commence on the Effective Date, and will continue until the date that is two (2) years after the Effective Date (the "Initial Term".) Thereafter, this Agreement shall automatically be renewed for a two-year period ("Renewal Term") unless either party provides the other party with written notice of termination of this Agreement not later than thirt...y (30) days from the end of the then current term of the Agreement. The expiration of this Agreement at the end of the Initial Term or the then current Renewal term is hereinafter called the "Expiration Date". 7.2 Events of Termination. Executive's employment with the Company will terminate immediately upon any one of the following occurrences: (a) the giving of a written notice by the Company to Executive other than pursuant to Section 7.1 stating that Executive's employment with the Company is being terminated without Cause, which notice may be given by the Company at any time at the sole discretion of the Company ("Termination Without Cause"); (b) the Company's termination of Executive's employment hereunder due to Executive's death or Executive's becoming "Disabled" as defined in Section 7.4 below ("Termination for Death or Disability"); (c) any resignation by Executive of his employment with the Company or any other voluntary termination or abandonment by Executive of his employment with the Company other than as provided in Section 7.1 ("Voluntary Termination"); or (d) the Company's termination of Executive's employment hereunder for "Cause" as defined in Section 8.4 below ("Termination for Cause"). 7.3 "Disabled" Defined. For purposes of this Agreement, Executive will be deemed to be "Disabled" if Executive is unable to perform the Services hereunder for more than 90 days during any consecutive 120 - day period because of Executive's illness or physical or mental disability, or incapacity , as determined by the Board, in consultation with a licensed physician mutually agreeable to the Board and Executive & Shareholder. 7.4 Date of Termination. the effective date of Executive's termination pursuance to Section 7.2 (a), (b), (c) or (d), is referred to herein as the "Termination Date."View More
Term and Termination. 7.1 1.1 Term of Agreement. Unless this Agreement is earlier terminated in accordance with the provision of this Section 7, the term of this Agreement will commence on the Effective Date, and will continue until the date that is two (2) three (3) years after the Effective Date (the "Initial Term".) Thereafter, this Agreement shall automatically be renewed for a two-year five-year period ("Renewal Term") unless either party provides the other party with written notice of termination of this Agreem...ent not later than thirty (30) days from the end of the then current term of the Agreement. The expiration of this Agreement at the end of the Initial Term or the then current Renewal term is hereinafter called the "Expiration Date". 7.2 2.2 Events of Termination. Executive's employment with the Company will terminate immediately upon any one of the following occurrences: (a) the giving of a written notice by the Company to Executive other than pursuant to Section 7.1 8.1 stating that Executive's employment with the Company is being terminated without Cause, which notice may be given by the Company at any time at the sole discretion of the Company ("Termination Without Cause"); (b) the Company's termination of Executive's employment hereunder due to Executive's death or Executive's becoming "Disabled" as defined in Section 7.4 8.2 below ("Termination for Death or Disability"); Disability"). (c) any resignation by Executive of his employment with the Company or any other voluntary termination or abandonment by Executive of his employment with the Company other than as provided in Section 7.1 8.3 ("Voluntary Termination"); or (d) the Company's termination of Executive's employment hereunder for "Cause" cause as defined in Section 8.4 8.1 below ("Termination for Cause"). 7.3 3.3 "Disabled" Defined. For purposes of this Agreement, Executive will be deemed to be "Disabled" if Executive is unable to perform the Services hereunder for more than 90 60 days during any consecutive 120 - day 120-day period because of Executive's illness or physical or mental disability, or incapacity , incapacity, as determined by the Board, in consultation with a licensed physician mutually agreeable to the Board and Executive & Shareholder. 7.4 4.4 Date of Termination. the effective date of Executive's termination pursuance to Section 7.2 (a), (b), (c) or (d), is referred to herein as the "Termination Date." 4 8. Effect of Termination. 1.1 Termination. In the event of the termination of Executive's employment pursuant to Section 7.2(a) prior to the end of the then current term of this Agreement, Company will pay Executive the compensation and benefits otherwise payable to Executive under Section 6 for a three-month period following termination in addition to other forms of compensation hereunder earned hereunder during the course of his tenure. 2.2 Termination for Death or Disability. In the event of any termination of Executive's employment pursuant to Sections7.2(b), the Company will pay Executive the compensation and benefits otherwise payable to Executive under Section 6 through the Termination Date. Executive's rights under the Company's benefit plans for general application in which Executive then participates, wil1 be determined under the provision of such plans. All options vested as of the Termination Date shall be exercisable to the extent set forth in the option agreement. Executive will be entitled to no other payment or compensation upon any such termination. 3.3 Voluntary Termination. In the event of the termination of Executive's employment pursuant to Section 7.2(c), company will pay Executive no additional compensation or benefits and Executive shall forfeit all unexercised stock options and other equity issuances earned hereunder during the course of his tenure. 4.4 Termination for Cause. In the event of termination of Executive's employment pursuance to Section 7.2(d), the Company will pay the Executive compensation and benefits otherwise payable to Executive through the date of termination and Executive shall forfeit all unexercised stock options. View More
Term and Termination. This Agreement shall commence on the date hereof and, unless earlier terminated as provided below, shall continue until one (1) year from the date hereof and shall automatically renew for additional one (1) year periods for up to three (3) subsequent years unless terminated earlier in accordance with the terms of this Agreement. Either party shall have the right to terminate this Agreement without cause upon thirty (30) days' prior written notice to the other party. The provisions of Paragraphs ...3 (Proprietary Rights) and 4 (Confidentiality)shall survive and continue after expiration or termination of this Agreement.View More
Term and Termination. This Agreement shall commence on the date hereof and, unless earlier terminated as provided below, shall continue until one (1) year from the date hereof and shall automatically renew for additional one (1) year periods for up to three (3) two (2) subsequent years unless terminated earlier in accordance with the terms of this Agreement. Either party shall have the right to terminate this Agreement without cause upon thirty (30) days' prior written notice to the other party. The provisions of Par...agraphs 3 (Proprietary Rights) and 4 (Confidentiality)shall shall survive and continue after expiration or termination of this Agreement. View More
Term and Termination. (a)Term. The provisions of this BAA shall take effect on the Effective Date and shall terminate as set forth in Section 5(b) below. (b)Termination. Termination shall be governed by Section 8 of the Agreement. (c)Effect of Termination. (1)Except as provided in Section 5(c), upon termination of this BAA, for any reason, Business Associate shall return or destroy all Protected Health Information received from Covered Entity, or created, maintained, transmitted or received by Business Associate on b...ehalf of Covered Entity. This provision shall apply to Protected Health Information that is in the possession of subcontractors or Licensed Agents of Business Associate. Business Associate shall retain no copies of the Protected Health Information. 44 Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked "[***]" and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission. (2)In the event the Business Associate determines that returning or destroying the Protected Health Information is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the Parties that return or destruction of Protected Health Information is infeasible, per Section 5(a) above, Business Associate shall continue to extend the protection of this BAA to such Protected Health Information and limit further uses and disclosures of such Protected Health Information for so long as Business Associate maintains such Protected Health Information.View More
Term and Termination. (a)Term. (a) Term. The provisions of this BAA shall take effect on the BAA's Effective Date and shall terminate as set forth in Section 5(b) below. (b)Termination. Termination shall be governed by Section 8 when all of the Agreement. Protected Health Information provided by Covered Entity to Business Associate, or created, maintained, transmitted or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, in accordance with Section 5(c)(2). Upli...ne Agreement 201556 (b) Termination for Cause. Without limiting the termination rights of the Parties pursuant to the BAA and upon Covered Entity's knowledge of a material breach of this BAA by Business Associate, Covered Entity shall either: (i) Provide an opportunity for Business Associate to cure the breach or end the violation, or terminate the BAA if Business Associate does not cure the breach or end the violation within the time specified by Covered Entity, (ii)Immediately terminate the BAA, if cure of such breach is not possible. (c)Effect of Termination. (1)Except (1) Except as provided in Section 5(c), upon termination of this BAA, for any reason, Business Associate shall return or destroy all Protected Health Information received from Covered Entity, or created, maintained, transmitted or received by Business Associate on behalf of Covered Entity. This provision shall apply to Protected Health Information that is in the possession of subcontractors or Licensed Agents agents of Business Associate. Business Associate shall retain no copies of the Protected Health Information. 44 Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked "[***]" and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission. (2)In (2) In the event the Business Associate determines that returning or destroying the Protected Health Information is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the Parties that return or destruction of Protected Health Information is infeasible, per Section 5(a) above, Business Associate shall continue to extend the protection of this BAA to such Protected Health Information and limit further uses and disclosures of such Protected Health Information for so long as Business Associate maintains such Protected Health Information. View More
Term and Termination. (a) Term. Subject to Section 9(b), the term of this Agreement shall commence on the date hereof and shall continue until the termination of the Lease Agreement, at which time it shall terminate without further notice; unless the term of the Lease Agreement is renewed or extended, in which case the term of this Agreement shall be renewed or extended for the same period of time. (b) Termination. The Cooperative may terminate this Agreement for any reason upon 90 days written notice to Cargill.
Term and Termination. (a) Term. Subject to Section 9(b), 5(b), the term of this Agreement shall commence on the date hereof and shall continue until the termination of the Lease Agreement, at which time it shall terminate without further notice; unless the term of the Lease Agreement is renewed or extended, in which case the term of this Agreement shall be renewed or extended for the same period of time. (b) Termination. The Cooperative may terminate this Agreement for any reason upon 90 days written notice to Cargil...l. (c) Effect of Termination. Upon termination of this Agreement, all obligations of the Cooperative to sell and deliver corn to Cargill shall cease, regardless of whether the Cooperative has delivered a pro rata quantity of the corn committed for the period, up to the termination date. Provided, however, that the rights and obligations of the parties with respect to corn delivered to Cargill by the Cooperative prior to such termination date shall continue and be unaffected by the termination. View More
Term and Termination. This Agreement shall have an initial term, commencing on the date of this Agreement and ending on January 31, 2024, and continuing on a year-to-year basis thereafter unless terminated by either party on not less than 30 days' notice given prior to the expiration of the initial term or any one-year extension, unless terminated early pursuant to Section 5 of this Agreement. The initial term and the one-year extensions are collectively referred to as the "Term." The termination of this Agreement or... the termination of the employment of Executive for any reason whatsoever shall not affect the validity or effectiveness Sections 6 through and including 10 of this Agreement, which shall continue in full force and effect as set forth therein.View More
Term and Termination. This Agreement shall have an initial term, commencing on the date of this Agreement and ending on January 31, 2024, 2021, and continuing on a year-to-year quarter-to-quarter basis thereafter unless terminated by either party on not less than 30 days' notice given prior to the expiration of the initial term or any one-year one-quarter extension, unless terminated early pursuant to Section 5 of this Agreement. The initial term and the one-year any extensions are collectively referred to as the "Te...rm." The termination of this Agreement or the termination of the employment of Executive for any reason whatsoever shall not affect the validity or effectiveness Sections 6 through and including 10 of this Agreement, which shall continue in full force and effect as set forth therein. effect. View More
Term and Termination. This Agreement shall commence on the Effective Date and, unless earlier terminated according to the terms of this Agreement, shall expire upon the expiration or lapse of the last-to-expire or lapse of the Licensor Patent Rights (or, if earlier, upon the entry of a final order by a court of competent jurisdiction, which order is not appealable or regarding which appeal is not taken, effectively holding that there is no valid claim included in the Licensor Patent Rights). During the term of this A...greement, Licensor shall diligently prosecute and/or maintain Licensor Patent Rights. If no letters patent are granted on the applications specified in Licensor Patent Rights or if all such applications are finally rejected without appeal being taken or are abandoned, withdrawn or otherwise lapse, then the License granted pursuant to this Agreement shall terminate immediately. Licensor shall notify Licensee promptly in writing if the foregoing events shall occur. The License granted pursuant to this Agreement will terminate immediately, without any requirement for Licensor to provide notice, with respect to any Licensed Product that is terminated. In addition, either party may terminate this Agreement by written notice at any time if the other party materially breaches this Agreement and fails to cure such breach with thirty (30) days following written notice thereof from the non-breaching party. Upon any termination or expiration of this Agreement, all rights and obligations under this Agreement (including Licensee's rights under the License) will immediately terminate; provided, however, that the provisions of Articles 1, 8 (the second paragraph only), 10 (solely with respect Licensee's Losses based on or arising from Licensee's exercise of its rights in accordance with this Agreement while the License was in effect), 11 and 12, and any other provision that survives by its express terms, shall survive any termination or expiration of this Agreement. 5 of 10 7. ACKNOWLEDGMENT OF RIGHTS. Licensee hereby acknowledges and agrees that, as between Licensor and Licensee, Licensor is the exclusive owner of all right, title and interest in and to the Licensor Patent Rights. During the term of this Agreement, Licensee will not directly or indirectly: (i) initiate or participate in any proceeding of any kind opposing the grant of any patent, or challenging any patent application, within the Licensor Patent Rights, (ii) dispute the validity or enforceability of any patent within the Licensor Patent Rights or any of the claims thereof, or (iii) assist any other Person to do any of the foregoing (except if required by court order or subpoena); provided, however, the foregoing shall in no way limit Licensee's ability to defend against or to mitigate any claim brought by Licensor against Licensee. During the term of this Agreement and thereafter, Licensee shall not directly or indirectly interfere improperly with Licensor's ability to negotiate with any potential licensee under, or any potential purchaser of, the Licensor Patent Rights, or assist any other Person to do the foregoing (except if required by court order or subpoena). This paragraph shall survive termination or expiration of this Agreement for any reason. Any violation of this Article 8 will constitute a material breach of this Agreement.View More
Term and Termination. This Agreement shall commence on the Effective Date and, unless earlier terminated according to the terms of this Agreement, shall expire upon the expiration or lapse of the last-to-expire or lapse of the Licensor Patent Rights (or, if earlier, upon the entry of a final order by a court of competent jurisdiction, which order is not appealable or regarding which appeal is not taken, effectively holding that there is no valid claim included in the Licensor Patent Rights). During the term of this A...greement, Licensor shall diligently prosecute and/or maintain Licensor Patent Rights. If no letters patent are granted on the applications specified in Licensor Patent Rights or if all such applications are finally rejected without appeal being taken or are abandoned, withdrawn or otherwise lapse, then the License granted pursuant to this Agreement shall terminate immediately. Licensor shall notify Licensee promptly in writing if the foregoing events shall occur. The License granted pursuant to this Agreement will terminate immediately, without any requirement for Licensor to provide notice, with respect to any Licensed Product that is terminated. In addition, either party may terminate this Agreement by written notice at any time if the other party materially breaches this Agreement and fails to cure such breach with thirty (30) days following receipt of written notice thereof from the non-breaching party. Upon any termination or expiration of this Agreement, all rights and obligations under this Agreement (including Licensee's rights under the License) will immediately terminate; provided, however, that the provisions of Articles 1, 8 (the second paragraph only), 10 (solely with respect Licensee's Losses based on or arising from Licensee's exercise of its rights in accordance with this Agreement while the License was in effect), 11 and 12, and any other provision that survives by its express terms, shall survive any termination or expiration of this Agreement. 5 of 10 7. ACKNOWLEDGMENT OF RIGHTS. Licensee hereby acknowledges and agrees that, as between Licensor and Licensee, Licensor is the exclusive owner of all right, title and interest in and to the Licensor Patent Rights. During the term of this Agreement, Licensee will not directly or indirectly: (i) initiate or participate in any proceeding of any kind opposing the grant of any patent, or challenging any patent application, within the Licensor Patent Rights, (ii) dispute the validity or enforceability of any patent within the Licensor Patent Rights or any of the claims thereof, or (iii) assist any other Person to do any of the foregoing (except if required by court order or subpoena); provided, however, the foregoing shall in no way limit Licensee's ability to defend against or to mitigate any claim brought by Licensor against Licensee. During the term of this Agreement and thereafter, Licensee shall not directly or indirectly interfere improperly with Licensor's ability to negotiate with any potential licensee under, or any potential purchaser of, the Licensor Patent Rights, or assist any other Person to do the foregoing (except if required by court order or subpoena). This paragraph shall survive termination or expiration of this Agreement for any reason. Any violation of this Article 8 will constitute a material breach of this Agreement.View More
Term and Termination. 17.1.Term. This Renewal Agreement shall, unless terminated as otherwise provided herein, shall continue in effect for a period of four (4) years beginning from the Effective Date. 17.2.Termination by Verizon. Verizon may terminate this Renewal Agreement immediately, upon written notice to Digital Turbine, if any of the following events occurs: (i) Digital Turbine files a voluntary petition in bankruptcy; (ii) Digital Turbine is adjudged bankrupt; (iii) a court assumes jurisdiction of the assets ...of Digital Turbine under a federal reorganization act; (iv) a trustee or receiver is appointed by a court for all or a substantial portion of the assets of Digital Turbine; (v) Digital Turbine becomes insolvent or suspends its business; (vi) Digital Turbine makes an assignment of its assets for the benefit of its creditors except as required in the ordinary course of business; or (vii) Digital Turbine's business is materially changed by sale of its business, transfer of control of its outstanding stock, merger or otherwise. 17.3Termination by Either Party. Each Party shall have the right to terminate this Renewal Agreement for cause in the event the other Party is in material breach of its obligations hereunder and fails to cure such material breach within thirty (30) days from receipt of written notice by the non-breaching Party. In addition, either Party may terminate this Renewal Agreement for convenience by giving the other Party at least ninety (90) calendar days prior written notice of termination. 17.4Cessation of Distribution: Upon termination of this Renewal Agreement, Verizon shall cease Preloading the Digital Turbine App on Verizon Interactive Wireless Devices. 17.5. Survival. The respective obligations of the Parties under this Renewal Agreement that by their nature would continue beyond the termination, cancellation or expiration, shall survive any termination, cancellation or expiration, including, but not limited to, Sections 1, 9, 12, 14-16, 17.5, 18-20, 21.1-21.2, and 21.5-21.11. In addition, the terms of Sections 6.4, 7, and 8.5-8.7 shall remain in effect for as long as the Interactive Wireless Devices on which the Digital Turbine App is installed are in use by the Verizon LTE Services. CONFIDENTIAL PORTIONS OF THIS EXHIBIT MARKED AS [***] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.View More
Term and Termination. 17.1.Term. 17.1Term. This Renewal Agreement shall, unless terminated as otherwise provided herein, shall continue in effect for a period of four (4) years beginning from the Effective Date. 17.2.Termination 17.2Termination by Verizon. Verizon may terminate this Renewal Agreement immediately, upon written notice to Digital Turbine, if any of the following events occurs: (i) Digital Turbine files a voluntary petition in bankruptcy; (ii) Digital Turbine is adjudged bankrupt; (iii) a court assumes j...urisdiction of the assets of Digital Turbine under a federal reorganization act; (iv) a trustee or receiver is appointed by a court for all or a substantial portion of the assets of Digital Turbine; (v) Digital Turbine becomes insolvent or suspends its business; (vi) Digital Turbine makes an assignment of its assets for the benefit of its creditors except as required in the ordinary course of business; or (vii) Digital Turbine's business is materially changed by sale of its business, transfer of control of its outstanding stock, merger or otherwise. 17.3Termination by Either Party. Party for Cause. Each Party shall have the right to terminate this Renewal Agreement for cause in the event the other Party is in material breach of its obligations hereunder and fails to cure such material breach within thirty (30) days from receipt of written notice by the non-breaching Party. In addition, either Party may terminate this Renewal Agreement for convenience by giving the other Party at least ninety (90) calendar days prior written notice of termination. 17.4Cessation of Distribution: Upon termination of this Renewal Agreement, Verizon shall cease Preloading the Digital Turbine App on Verizon Interactive Wireless Devices. 17.5. Survival. 17.5Survival. The respective obligations of the Parties under this Renewal Agreement that by their nature would continue beyond the termination, cancellation or expiration, shall survive any termination, cancellation or expiration, including, but not limited to, Sections to Section 1, 9, 12, 14-16, 17.5, 18-20, 21.1-21.2, and 21.5-21.11. In addition, the terms of Sections 6.4, 7, and 8.5-8.7 shall remain in effect until the end-of-life for as long as the an Interactive Wireless Devices on which Device that was loaded with the Digital Turbine App is installed are in use by the Verizon LTE Services. CONFIDENTIAL PORTIONS OF THIS EXHIBIT MARKED AS [***] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. App. View More
Term and Termination. 10.1 Term. The initial term of this Agreement (the "Initial Term") shall be for the time period commencing on the Effective Date and ending on December 31st of the year in which the Effective Date occurs, unless sooner terminated as provided in this Agreement. This Agreement shall automatically renew for successive one (1) year terms thereafter (each a "Renewal Term", and along with the Initial Term, the "Term"), until the earlier of (i) termination as provided in this Agreement and (ii) Licenso...r provides a written Notice to Licensee at least thirty (30) days prior to the end of the Initial Term or Renewal Term. 10.2 Termination. Licensor may terminate the License with respect to each of the Licensed Marks upon the later of (a) Licensee's cessation of use of such Licensed Mark in commerce; or (b) Licensee's change of name in its jurisdiction of organization to a name that does not include such Licensed Mark. Such termination of any License shall be effective immediately on written Notice to Licensee. Licensor may terminate this Agreement immediately on written Notice to Licensee if: (a) Licensee is not using any of the Licensed Marks in commerce; (b) Licensee's name and the names of its Related Parties do not include any word mark identified as a Licensed Mark; (c) Licensee breaches this Agreement and if such breach is curable fails to cure such breach within fifteen (15) days of being notified in writing to do so; (d) Licensee (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty-five (45) days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or (e) Licensee challenges the validity or Licensor's ownership of any of the Licensed Marks. 10.3 Termination upon Change of Control. This Agreement shall terminate immediately in its entirety if Licensor ceases to own, directly or indirectly, a majority of the outstanding equity of Licensee or the general partner of Licensee, or otherwise ceases to manage, operate, or Control Licensee.View More
Term and Termination. 10.1 Term. The initial term of this Agreement (the "Initial Term") shall be for the time period commencing on the Effective Date and ending on December 31st of the year in which the Effective Date occurs, unless sooner terminated as provided in this Agreement. This Agreement shall automatically renew for successive one (1) year terms thereafter (each a "Renewal Term", and along with the Initial Term, the "Term"), until the earlier of (i) termination as provided in this Agreement and (ii) Licenso...r provides a written Notice to Licensee at least thirty (30) days prior to the end of the Initial Term or Renewal Term. 10.2 Termination. Licensor may terminate the License with respect to each of the Licensed Marks upon the later of (a) Licensee's cessation of use of such Licensed Mark in commerce; or (b) Licensee's change of name in its jurisdiction of organization to a name that does not include such Licensed Mark. Such termination of any License shall be effective immediately on written Notice to Licensee. Licensor may terminate this Agreement immediately on written Notice to Licensee if: (a) Licensee is not using any of the Licensed Marks in commerce; (b) Licensee's name and the names of its Related Parties do does not include any word mark identified as a Licensed Mark; (c) Licensee breaches this Agreement and if such breach is curable fails to cure such breach within fifteen (15) days of being notified in writing to do so; (d) Licensee (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty-five (45) days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or (e) Licensee challenges the validity or Licensor's ownership of any of the Licensed Marks. 10.3 Termination upon Change of Control. This Agreement shall terminate immediately in its entirety if Licensor ceases to own, directly or indirectly, a majority of the outstanding equity of Licensee or the general partner of Licensee, or otherwise ceases to manage, operate, or Control Licensee. 11. Post-Termination Rights and Obligations. 11.1 Effect of Termination. On the expiration or termination of this Agreement for any reason and subject to any express provisions set out elsewhere in this Agreement: (a) all rights and licenses granted pursuant to this Agreement cease; (b) Licensee shall cease all use of the Licensed Marks; (c) Licensee shall cooperate with Licensor in the cancellation of any licenses recorded pursuant to this Agreement and shall execute such documents and do all acts and things as may be necessary to affect such cancellation; (d) Licensee shall promptly return to Licensor or, at Licensor's option, destroy, at Licensee's expense, all records and copies of technical and promotional material in its possession relating to the Licensed Services, and of any Confidential Information of Licensor and all copies thereof. 11.2 Surviving Rights. The rights and obligations of the parties set forth in this Section 1, Section 4.1, Section 4.2, Section 8, Section 9, Section 11, and Section 13, and any right, obligation, or required performance of the parties in this Agreement, which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration. View More
Term and Termination. 7.1 Term. 7.2 Termination by Mutual Agreement. 7.3 Termination Upon Default. 7.4 Termination Upon Insolvency. 7.5 Effect of Expiration or Termination.
Term and Termination. 7.1 Term. 7.2 Termination by Mutual Agreement. Sponsor. 7.3 Termination Upon Default. 7.4 Termination Upon Insolvency. 7.5 Effect of Expiration or Termination.
Term and Termination. Licensor shall have the right to terminate this agreement as of December 31, 2020 if Licensee shall have failed to raise $1,000,000 by December 31, 2020, unless an extension is agreed to by both Parties. 12.1 Term. This Agreement shall become effective as of the Effective Date, may be terminated as set forth in this Section 12, and otherwise shall remain in effect until the sale of the PRV and for so long as the Licensed Products are sold. 12.2 Termination for Material Breach. Upon any material ...breach of this Agreement by either Party, the other Party may terminate this Agreement by providing sixty (60) days' written notice to the breaching Party, specifying the material breach. The termination shall become effective at the end of the sixty (60) day period unless the breaching Party cures such breach during such sixty (60) day period. The Parties acknowledge and agree that it shall constitute a material breach if Licensor or Licensee shall, through an action related to either Party's development of IMT504 that would make IMT504 ineligible for the Priority Review Voucher, which is the focus of this development agreement. In that event, as stipulated damages, the following will take place. a. The Parties will within 15 days of such an occurrence mutually agree to a dollar amount which represents the "lost" 50% of the sales proceeds that likely would have been obtained. The Parties will also agree to the structure and amounts of a milestone and royalty payment plan from one Party to the other to repay that amount from proceeds from the Party, which caused the breach. If the Parties cannot mutually agree on these items they shall be subjected to binding arbitration as described below. b. For clarity, this provision anticipates but is not limited to a situation where IMT504 reaches a regulatory point anywhere in the world, for an indication other than that which is the Field of Use for this agreement, and through an action related to Licensor's development of IMT504, where such regulatory point makes IMT504 ineligible for the FDA Priority Review Voucher. c. For additional clarity, if Licensee elects to sublicense its rights under Section 2.2, and the Sublicensee files for and/or obtains regulatory approval prior to Licensor's regulatory filings or approval, Licensor will not be subject to Termination for Breach, nor will Licensor be subject to any penalties or damages as a result of Licensee's actions to sublicense. In this situation, Licensor will be eligible to collect the lost 50% of sales from the PRV as stated in 12.2 (a) above. -11- 12.3 Effects of Termination. Upon termination of this Agreement prior to the end of the Term, as a result of the material breach of CTYX (but not upon expiration of this Agreement at the end of the Term): (a) Licensee shall immediately assign and transfer to Licensor all Licensed Product-specific trademarks used in association with Licensed Product(s) or interests therein; (b) Licensee shall immediately assign and transfer to Licensor all regulatory documents if any filed by Licensee, its representatives or manufacturers to the extent relating to IMT504 or Licensed Product(s); (c) Licensee shall immediately assign and transfer to Licensor all regulatory approvals for Licensed Product(s) held in the name of Licensee or any of its subsidiaries in each country in the Territory; and (d) The License granted to Licensor in Section 2.5 shall expand to include the Field of Use. Upon termination of this Agreement as the result of a material uncured breach by Licensor, which breach remains uncured for 30 days after notice from Licensee, Licensor shall have the same obligations to Licensee as provided for in 12.3 (a), (b), (c) and (d) directly above; and shall reaffirm the License granted in sections 2.1 and 2.5 above for the Field of Use as stated above. Licensee shall take over the development of the Licensed Product. The JSC shall be dissolved. All other terms and conditions shall survive as written. 12.4 Survival. The following provisions shall survive the expiration or termination of this Agreement in accordance with their terms: Sections 2.5, 3.2, 3.3, 3.4, 3.5, 6, 10.4, 11, 12.3, 12.4 and 13.View More
Term and Termination. Licensor shall have the right to terminate this agreement as of December January 31, 2020 2022 if Licensee shall have failed to raise $1,000,000 provide $10,000,000 to Licensor by December January 31, 2020, 2022, unless an extension is agreed to by both Parties. 12.1 Term. This Agreement shall become effective as of the Effective Date, may be terminated as set forth in this Section 12, and otherwise shall remain in effect until the sale of the PRV and for so long as the Licensed Products are sol...d. -11- 12.2 Termination for Material Breach. Upon any material breach of this Agreement by either Party, the other Party may terminate this Agreement by providing sixty (60) days' written notice to the breaching Party, specifying the material breach. The termination shall become effective at the end of the sixty (60) day period unless the breaching Party cures such breach during such sixty (60) day period. The Parties acknowledge and agree that it shall constitute a material breach if Licensor or Licensee shall, through an action related to either Party's development of IMT504 that would make IMT504 ineligible for the Priority Review Voucher, which is the focus of this development agreement. In that event, as stipulated damages, the following will take place. a. The Parties will within 15 days of such an occurrence mutually agree to a dollar amount which represents the "lost" 50% of the sales proceeds that likely would have been obtained. The Parties will also agree to the structure and amounts of a milestone and royalty payment plan from one Party to the other to repay that amount from proceeds from the Party, which caused the breach. If the Parties cannot mutually agree on these items they shall be subjected to binding arbitration as described below. b. For clarity, this provision anticipates but is not limited to a situation where IMT504 reaches a regulatory point anywhere in the world, for an indication other than that which is the Field of Use for this agreement, and through an action related to Licensor's development of IMT504, where such regulatory point makes IMT504 ineligible for the FDA Priority Review Voucher. c. For additional clarity, if Licensee elects to sublicense its rights under Section 2.2, and the Sublicensee files for and/or obtains regulatory approval prior to Licensor's regulatory filings or approval, Licensor will not be subject to Termination for Breach, nor will Licensor be subject to any penalties or damages as a result of Licensee's actions to sublicense. In this situation, Licensor will be eligible to collect the lost 50% of sales from the PRV as stated in 12.2 (a) above. -11- 12.3 Effects of Termination. Upon termination of this Agreement prior to the end of the Term, as a result of the material breach of CTYX CUBT (but not upon expiration of this Agreement at the end of the Term): (a) Licensee shall immediately assign and transfer to Licensor all Licensed Product-specific trademarks used in association with Licensed Product(s) or interests therein; (b) Licensee shall immediately assign and transfer to Licensor all regulatory documents if any filed by Licensee, its representatives or manufacturers to the extent relating to IMT504 or Licensed Product(s); (c) Licensee shall immediately assign and transfer to Licensor all regulatory approvals for Licensed Product(s) held in the name of Licensee or any of its subsidiaries in each country in the Territory; and (d) The License granted to Licensor in Section 2.5 shall expand to include the Field of Use. Upon termination of this Agreement as the result of a material uncured breach by Licensor, which breach remains uncured for 30 days after notice from Licensee, Licensor shall have the same obligations to Licensee as provided for in 12.3 (a), (b), (c) and (d) directly above; and shall reaffirm the License granted in sections 2.1 and 2.5 above for the Field of Use as stated above. Licensee shall take over the development of the Licensed Product. The JSC shall be dissolved. All other terms and conditions shall survive as written. 12.4 Survival. The following provisions shall survive the expiration or termination of this Agreement in accordance with their terms: Sections 2.5, 3.2, 3.3, 3.4, 3.5, 6, 10.4, 11, 12.3, 12.4 and 13. View More
