Grouped Into 92 Collections of Similar Clauses From Business Contracts
This page contains Term of Agreement clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Term of Agreement. This Agreement shall commence on the date hereof and shall continue in effect through December 31, 2017 (the "Term"); provided, however, that commencing on January 1, 2018 and each January 1 thereafter, the Term shall automatically be extended for an additional year unless, not later than December 1 of the preceding year, either party shall have given notice that it does not wish to extend the Term. Except in the event of a Change in Control (as defined in Section 4 hereof), at all times during ...the Term or extended Term your employment shall remain at will and may be terminated by the Company for any reason without notice or Cause (as hereinafter defined). If a Change in Control shall have occurred during the original or extended Term, the Term shall continue in effect for a period of 36 months beyond the Term in effect immediately before such Change in Control.View More
Term of Agreement. This Agreement shall commence on the date hereof and shall continue in effect through December 31, 2017 1998 (the "Term"); provided, however, that commencing on January 1, 2018 1999 and each January 1 thereafter, the Term shall automatically be extended for an additional year unless, not later than December 1 of the preceding year, either party shall have given notice that it does not wish to extend the Term. Except in the event of a Change in Control (as defined in Section 4 hereof), at all tim...es during the Term or extended Term your employment shall remain at will and may be terminated by the Company for any reason without notice or Cause (as hereinafter defined). If a Change in Control shall have occurred during the original or extended Term, the Term shall continue in effect for a period of 36 months beyond the Term in effect immediately before such Change in Control. View More
Term of Agreement. This Agreement shall continue so long as (a) Indemnitee could be subject to any possible Proceeding subject to indemnification by reason of Indemnitee's Corporate Status and shall be applicable to Proceedings commenced or continued after execution of this Agreement, whether arising from acts or omissions occurring before or after such execution or (b) the final termination of all Proceedings pending during the period set forth in clause (a) in respect of which the Indemnitee is granted rights of... indemnification or advancement of Expenses hereunder and of any proceeding commenced by the Indemnitee pursuant to Section 11 of this Agreement relating thereto.View More
Term of Agreement. This Agreement shall continue so long as (a) Indemnitee could be subject to any possible Proceeding subject to indemnification by reason of Indemnitee's Corporate Status and shall be applicable to Proceedings commenced or continued after execution of this Agreement, whether arising from acts or omissions occurring before or after such execution or execution, and this Agreement shall continue until and terminate upon the later of (a) the date when Indemnitee is no longer subject to any possible P...roceeding subject to indemnification by reason of Indemnitee's Corporate Status and (b) the final termination of all Proceedings pending during on the period set forth in clause (a) date of execution of this Agreement in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by the Indemnitee pursuant to Section 11 of this Agreement relating thereto. View More
Term of Agreement. The initial five (5) year term (the "Initial Term") of employment under this Agreement shall commence as of the date of this Agreement (the "Effective Date"). After the expiration of the Initial Term, the term of the Executive's employment hereunder shall automatically be extended without further action by the parties for successive two (2) year renewal terms, provided that if either party gives the other party at least one hundred twenty (120) days advance written notice of its intention to not... renew this Agreement for an additional term, the Agreement shall terminate upon the expiration of the current term. Notwithstanding the foregoing, the Company shall be entitled to terminate this Agreement immediately before the end of the initial term or any renewal term, subject to a continuing obligation to make the payments, if any, required under Section 5 below, if the Executive (i) becomes Disabled (as defined in Section 5(c) below), (ii) is terminated by the Company for Cause or without Cause or (iii) voluntarily terminates his employment for Good Reason or for any other reason or no reason before the then current term of this Agreement expires.View More
Term of Agreement. The initial five (5) three (3) year term (the "Initial ("Initial Term") of employment under this Agreement shall commence as of the date of this Agreement September 14, 2015 (the "Effective Date"). After the expiration of the such Initial Term, the term of the Executive's employment hereunder shall automatically be extended without further action by the parties for successive up to two (2) 1 successive one (1) year renewal terms, terms ("Renewal Terms" and, collectively with the Initial Term, th...e "Term"), provided that (i) if Executive gives the Company at least one hundred twenty (120) days advance written notice prior to the expiration of the Initial Term of her intention not to renew this Agreement for the first Renewal Term, the Agreement shall terminate upon the expiration of the Initial Term and (ii) after the expiration of the Initial Term, if either party gives the other party at least one hundred twenty (120) days advance written notice prior to the expiration of the then applicable Renewal Term of its intention to not renew this Agreement for an additional term, Renewal Term, the Agreement shall terminate upon the expiration of the then current term. Renewal Term. Notwithstanding the foregoing, during the Initial or any Renewal Term, the Company and the Executive, as applicable, shall be entitled to terminate this Agreement immediately before (and the end of the initial term or any renewal term, Executive's employment hereunder), subject to a continuing obligation by the Company to make the payments, if any, required under Section 5 below, if below (or such other obligations of the Company or the Executive to the opposing party hereunder which are intended to survive the termination of this Agreement): (i) becomes Disabled due to the occurrence of Executive's Disability (as defined in Section 5(c) below), below); (ii) is terminated by the Company without Cause; or (iii) for Cause Cause; or (iv) with or without Cause or (iii) voluntarily terminates his employment for Good Reason or for any other reason or no reason before the then current term of this Agreement expires. Reason. View More
Term of Agreement. Unless sooner terminated as provided herein (i) the initial term of this Agreement shall commence as of the Effective Date and shall continue thereafter for a period of three (3) years; and (ii) the term of this Agreement shall renew automatically upon each third anniversary of the Effective Date or renewal date unless the Bank or the Employee shall have provided written notice of termination at least thirty (30) days prior to such anniversary date. In addition to termination by non-renewal, thi...s Agreement may terminate automatically in accordance with Sections 6 or 7. If during the term (including any renewal term) of this Agreement a proposed Change in Control is publicly announced, then the term of this Agreement shall thereupon be extended automatically for a period ending thirty-six (36) months following the date of consummation of such Change in Control, and shall terminate thereafter.View More
Term of Agreement. Unless sooner terminated as provided herein (i) the initial term of this Agreement shall commence as of the Effective Date and shall continue thereafter for a period of three (3) years; and (ii) the term of this Agreement shall renew automatically upon each third anniversary of the Effective Date or renewal date unless the Bank or the Employee shall have provided written notice of termination at least thirty (30) days prior to such anniversary date. In addition to termination by non-renewal, dat...e; provided, however, that the Bank may not terminate this Agreement may terminate automatically pursuant to the foregoing clause after public announcement of a proposed Change in accordance with Sections 6 or 7. If during Control. In addition, the term (including any renewal term) of this Agreement a proposed Change in Control is publicly announced, then the term of this Agreement shall thereupon be extended automatically for a period ending thirty-six (36) months following the date of consummation of such a Change in Control, and shall terminate thereafter. View More
Term of Agreement. a. The period of Executive's employment under this Agreement is referred to herein as the "Term of Agreement." Subject to the provisions for earlier termination of employment in Section 6 below, this Agreement will have an initial term of thirty-six (36) months commencing on the Effective Date. On the 3rd anniversary of the Effective Date, and on each annual anniversary of the Effective Date thereafter, this Agreement automatically will renew for an additional twelve-month term unless Heska prov...ides Executive with notice of non-renewal at least 120 days prior to the date of automatic renewal; provided, however, that either Heska or Executive may terminate Executive's employment immediately at any time subject to the provisions in Section 6 below. b. Executive may be entitled to severance benefits pursuant to Section 6 below, depending upon the circumstances of Executive's termination of employment. Executive will not be entitled to severance benefits if Heska provides Executive with notice of non-renewal pursuant to Section 2(a) above, regardless of the reason. Upon the termination of Executive's employment for any reason, Executive will be entitled to payment of all accrued but unpaid compensation, vacation, expense reimbursements, and other benefits due to Executive through Executive's termination date under any Heska-provided or paid plans, policies, and arrangements. Executive agrees to resign from all positions that Executive holds with Heska, without limitation, immediately following the termination of Executive's employment if the Board so requests.View More
Term of Agreement. a. The period of Executive's employment under this Agreement is referred to herein as the "Term of Agreement." Subject to the provisions for earlier termination of employment in Section 6 below, this Agreement will have an initial a term of thirty-six (36) forty-eight (48) months commencing on the Effective Date. On the 3rd anniversary of the Effective Date, and on each annual anniversary of the Effective Date thereafter, this Agreement automatically will renew for an additional twelve-month ter...m unless Heska provides Executive with notice of non-renewal at least 120 days prior to the date of automatic renewal; Date; provided, however, that either Heska or Executive may terminate Executive's employment immediately at any time subject to the provisions in Section 6 below. b. Executive may be entitled to severance benefits pursuant to Section 6 below, depending upon the circumstances of Executive's termination of employment. Executive will not be entitled to severance benefits if Heska provides Executive with notice of non-renewal pursuant to this Agreement expires after the forty-eight-month term contemplated in Section 2(a) above, regardless of the reason. Upon the termination of Executive's employment for any reason, Executive will be entitled to payment of all accrued but unpaid compensation, vacation, expense reimbursements, and other benefits due to Executive through Executive's termination date under any Heska-provided or paid plans, policies, and arrangements. Executive agrees to resign from all positions that Executive holds with Heska, including, without limitation, his position as a member of the Board, excluding any position(s) in Heska Imaging US, LLC to which Executive is otherwise entitled pursuant to the Operating Agreement of Heska Imaging US, LLC, immediately following the termination of Executive's employment if the Board so requests. View More
Term of Agreement. The term of this Agreement shall commence on the effective date of the Agreement (the "Effective Date") and shall terminate three years from the Effective Date.
Term of Agreement. The term of this Agreement shall commence on the effective date of the Agreement (the "Effective Date") and shall terminate three two years from the Effective Date.
Term of Agreement. This Agreement shall continue in force and effect until December 31, 2035, and, on December 31 of each year after the effective date of this Agreement (each, an "Extension Date"), the term of this Agreement shall be automatically extended an additional year so that the term of this Agreement thereafter ends on the twentieth anniversary of such Extension Date. Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated prior t...o the expiration of the term: (a) by the Company (on behalf of itself and Owners), (i) upon sixty (60) days' prior written notice to Managing Agent (such termination, a "Termination for Convenience"), (ii) for Cause, immediately upon written notice to Managing Agent (such termination, a "Termination for Cause"), (iii) for a Performance Reason, upon written notice to Managing Agent given within sixty (60) days after the end of the calendar year giving rise to such Performance Reason (such termination, a "Termination for Performance"), or (iv) by written notice at any time during the twelve (12) month period immediately following the date a Managing Agent Change of Control occurred; or (b) by Managing Agent, for Good Reason, upon sixty (60) days' prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such termination. 5 In the event of a Termination for Convenience by the Company or a termination by Managing Agent pursuant to Section 7(b), the Company shall pay Managing Agent an amount in cash (the "Full Termination Fee") equal to the sum of the present values of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. In the event of a Termination for Performance, the Company shall pay Managing Agent an amount in cash (the "Performance Termination Fee") equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company's intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 7(a)(ii) (Termination For Cause) or Section 7(a)(iv) (following a Managing Agent Change of Control). The provisions of this Section 7 shall not apply as a limitation on the amount which may be paid by agreement of the Company and Managing Agent in connection with a transaction pursuant to which any assets or going business values of Managing Agent are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to Managing Agent under this Agreement as compensation for services and for expenses of or reimbursement due to Managing Agent through the date of termination.View More
Term of Agreement. This Agreement shall continue in force and effect until December January 31, 2035, 2023, and, on December 31 of each year after the effective date of this Agreement (each, an "Extension Date"), the term of this Agreement shall be automatically extended an additional year so that the term of this Agreement thereafter ends on the twentieth anniversary of such Extension Date. Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be term...inated prior to the expiration of the term: (a) by the Company (on behalf of itself and Owners), Owner), (i) upon sixty (60) days' days prior written notice to Managing Agent (such termination, a "Termination for Convenience"), (ii) for Cause, immediately upon written notice to Managing Agent (such termination, a "Termination for Cause"), (iii) for a Performance Reason, upon written notice to Managing Agent given within sixty (60) days after the end of the calendar year giving rise to such Performance Reason (such termination, a "Termination for Performance"), or (iv) by written notice at any time during the twelve (12) month period immediately following the date a Managing Agent Change of Control occurred; or (b) by Managing Agent, for Good Reason, upon sixty (60) days' days prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such termination. 5 In the event of a Termination for Convenience by the Company or a termination by Managing Agent pursuant to Section 7(b), the Company shall pay Managing Agent an amount in cash (the "Full Termination Fee") equal to the sum of the present values of Monthly Future Fees monthly future fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. remaining term. 5 In the event of a Termination for Performance, the Company shall pay Managing Agent an amount in cash (the "Performance Termination Fee") equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company's intended remedy for a Performance Reason. Term. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 7(a)(ii) (Termination For Cause) or Section 7(a)(iv) (following a Managing Agent Change of Control). The provisions of this Section 7 shall not apply as a limitation on the amount which may be paid by agreement of the Company and Managing Agent in connection with a transaction pursuant to which any assets or going business values of Managing Agent are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to Managing Agent under this Agreement as compensation for services and for expenses of or reimbursement due to Managing Agent through the date of termination. View More
Term of Agreement. 5.2During the term of this Agreement, each Party shall renew its operation term prior to the expiration thereof so as to enable this Agreement to remain effective. 5.3The rights and obligations of the Parties under Sections 3, 6, 7 and this Section 5.3 shall survive the termination of this Agreement. 6.2In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. 6.3Upon the occurrence o...f any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement. 7.3Party B shall indemnify and hold harmless Party A from any losses, injuries, obligations or expenses caused by any lawsuit, claims or other demands against Party A arising from or caused by the services provided by Party A to Party B pursuant this Agreement, except where such losses, injuries, obligations or expenses arise from the gross negligence or willful misconduct of Party A. 8.2If such Party claiming Force Majeure fails to notify the other Party and furnish it with proof pursuant to the above provision, such Party shall not be excused from the non-performance of its obligations hereunder. 8.3In the event of Force Majeure, the Parties shall immediately consult with each other to find an equitable solution and shall use all reasonable endeavours to minimize the consequences of such Force Majeure. 9.2For the purpose of notices, the addresses of the Parties are as follows: Party A:The Future Leading Education (Shenzhen) Co., Ltd. 10.2Party B agrees that Party A may assign its obligations and rights under this Agreement to any third party and in case of such assignment, Party A is only required to give written notice to Party B and does not need any consent from Party B for such assignment.View More
Term of Agreement. 5.2During the term of this Agreement, each Party shall renew its operation term prior to the expiration thereof so as to enable this Agreement to remain effective. 5.3The rights and obligations of the Parties under Sections 3, 6, 7 and this Section 5.3 shall survive the termination of this Agreement. 6.2In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. 6.3Upon the occurrence o...f any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement. 7.2Unless otherwise required by applicable laws, Party B shall not have any right to terminate this Agreement in any event. 7.3Party B shall indemnify and hold harmless Party A from any losses, injuries, obligations or expenses caused by any lawsuit, claims or other demands against Party A arising from or caused by the services provided by Party A to Party B pursuant this Agreement, except where such losses, injuries, obligations or expenses arise from the gross negligence or willful misconduct of Party A. 8.2If such Party claiming Force Majeure fails to notify the other Party and furnish it with proof pursuant to the above provision, such Party shall not be excused from the non-performance of its obligations hereunder. 8.3In the event of Force Majeure, the Parties shall immediately consult with each other to find an equitable solution and shall use all reasonable endeavours to minimize the consequences of such Force Majeure. 9.2For 9.1.2Notices given by facsimile transmission shall be deemed effectively given on the purpose date of notices, the addresses successful transmission (as evidenced by an automatically generated confirmation of the Parties are as follows: Party A:The Future Leading Education (Shenzhen) Co., Ltd. transmission). 10.2Party B agrees that Party A may assign its obligations and rights under this Agreement to any third party and in case of such assignment, Party A is only required to give written notice to Party B and does not need any consent from Party B for such assignment. The Parties shall negotiate in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions. Strictly Confidential 9 12. Amendments and Supplements Any amendments and supplements to this Agreement shall be in writing. The amendment agreements and supplementary agreements that have been signed by the Parties and relate to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement. The Chinese version and English version shall have equal legal validity (In the event that the Parties have any different interpretations about the Agreement, the Chinese version shall prevail). View More
Term of Agreement. The term of this Agreement shall be for the period beginning on the Effective Date and ending on September 30, 2016 (the "Term"), subject, however, to earlier termination as set forth in this Agreement.
Term of Agreement. The term of this Agreement shall be for the period beginning on the Effective Date and ending on September 30, June 2, 2016 (the "Term"), subject, however, to earlier termination as set forth in this Agreement.
Term of Agreement. a. This Agreement shall commence as of the Effective Date and shall continue in full force and effect until its expiration or termination in accordance with this Section 16. b. Unless terminated earlier under any provision of this Agreement, this Agreement shall expire on the date Company makes the seventh (7th) annual fee due under Section 3(a)(iii) of this Agreement. At that time, the Company shall have a fully-paid-up, irrevocable license to the Licensed Patent, Licensed Research Information,... and Licensed Materials. c. This Agreement may be terminated by Columbia (i) upon thirty days' written notice to the Company for the Company's material breach of the Agreement and the Company's failure to cure such material breach, or (ii) should the Company commit any act of bankruptcy, become insolvent, file a petition under any bankruptcy or insolvency act or have such petition filed against it. Company shall have a right to terminate this Agreement with or without cause, upon sixty (60) days prior written notice to Columbia; provided that, Company cannot terminate this Agreement without cause for one (1) year after the Effective Date. d. Upon any termination of this Agreement pursuant to Section 16(c), all sublicenses granted by the Company under this Agreement shall be assigned to Columbia, provided that in the event Columbia terminates this Agreement pursuant to Section 16(c), Columbia must promptly terminate any such sublicenses assigned to it to the extent it may do so under the terms of such sublicenses. In the event that Columbia fails to terminate such a terminable sublicense, the termination of this Agreement will be null and void. e. The provisions under which this Agreement may be terminated shall be in addition to any and all other legal remedies which either party may have for the enforcement of any and all terms hereof, and do not in any way limit any other legal remedy such party may have. 9 17. Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if sent by certified mail (return receipt requested), postage pre-paid, if to Columbia, to: Executive Director Columbia Technology Ventures Columbia University 80 Claremont Avenue #4F New York, NY 10027 copy to: General Counsel Columbia University 412 Low Memorial Library 535 West 116th St., Mail Code 4308 New York, NY 10027 if to the Company, to: President & CEO TransTech Pharma, LLC 4170 Mendenhall Oaks Parkway High Point, N.C. 27265 copy to: Vice President of Legal Affairs TransTech Pharma, LLC 4170 Mendenhall Oaks Parkway High Point, N.C. 27265 or to such other address as a party may specify by notice hereunder. 10 18. Entire Agreement: No Waiver: Assignment. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and shall not be further amended except by means of a written instrument signed by authorized representatives of the parties. No course of conduct shall constitute a waiver of any terms or conditions of this Agreement, unless such waiver is specified in writing, and then only to the extent so specified. A waiver of any of the terms and conditions of this Agreement on one occasion shall not constitute a waiver of the other terms of this Agreement, or of such terms and conditions on any other occasion. This Agreement may not be assigned by either party without the written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, that the Company may assign this Agreement without the prior written consent of Columbia (i) in connection with the sale of all or substantially all of its assets or the sale or transfer of the portion of its business related to the subject matter of this Agreement; (ii) to the surviving entity in any merger, consolidation or reorganization of the Company; (iii) to any of its Affiliates; or (iv) to satisfy a regulatory requirement imposed upon the Company by a governmental body with appropriate authority. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.View More
Term of Agreement. a. This Agreement shall commence as of the Effective Date and shall continue in full force and effect until its expiration or termination in accordance with this Section 16. b. Unless terminated earlier under any provision of this Agreement, this Agreement shall expire on the date Company makes the seventh (7th) annual fee due under Section 3(a)(iii) of this Agreement. At that time, the Company shall have a fully-paid-up, irrevocable license to the Licensed Patent, Licensed Research Information,... and Licensed Materials. c. This Agreement may be terminated by Columbia (i) upon thirty days' written notice to the Company for the Company's material breach of the Agreement and the Company's failure to cure such material breach, or (ii) should the Company commit any act of bankruptcy, become insolvent, file a petition under any bankruptcy or insolvency act or have such petition filed against it. Company shall have a right to terminate this Agreement with or without cause, upon sixty (60) days prior written notice to Columbia; provided that, Company cannot terminate this Agreement without cause for one (1) year after the Effective Date. d. Upon any termination of this Agreement pursuant to Section 16(c), all sublicenses granted by the Company under this Agreement shall be assigned to Columbia, provided that in the event Columbia terminates this Agreement pursuant to Section 16(c), Columbia must promptly terminate any such sublicenses assigned to it to the extent it may do so under the terms of such sublicenses. In the event that Columbia fails to terminate such a terminable sublicense, the termination of this Agreement will be null and void. e. The provisions under which this Agreement may be terminated shall be in addition to any and all other legal remedies which either party may have for the enforcement of any and all terms hereof, and do not in any way limit any other legal remedy such party may have. 9 17. Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if sent by certified mail (return receipt requested), postage pre-paid, if to Columbia, to: Executive Director Columbia Technology Ventures Columbia University 80 Claremont Avenue #4F New York, NY 10027 copy to: General Counsel Columbia University 412 Low Memorial Library 535 West 116th St., Mail Code 4308 New York, NY 10027 if to the Company, to: President & CEO TransTech Pharma, LLC 4170 Mendenhall Oaks Parkway High Point, N.C. 27265 copy to: Vice President of Legal Affairs TransTech Pharma, LLC 4170 Mendenhall Oaks Parkway High Point, N.C. 27265 or to such other address as a party may specify by notice hereunder. 10 18. Entire Agreement: No Waiver: Assignment. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and shall not be further amended except by means of a written instrument signed by authorized representatives of the parties. No course of conduct shall constitute a waiver of any terms or conditions of this Agreement, unless such waiver is specified in writing, and then only to the extent so specified. A waiver of any of the terms and conditions of this Agreement on one occasion shall not constitute a waiver of the other terms of this Agreement, or of such terms and conditions on any other occasion. This Agreement may not be assigned by either party without the written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, that the Company may assign this Agreement without the prior written consent of Columbia (i) in connection with the sale of all or substantially all of its assets or the sale or transfer of the portion of its business related to the subject matter of this Agreement; (ii) to the surviving entity in any merger, consolidation or reorganization of the Company; (iii) to any of its Affiliates; or (iv) to satisfy a regulatory requirement imposed upon the Company by a governmental body with appropriate authority. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.View More
