By Any Party. This Agreement may be terminated at the discretion of any party if the Closing has not occurred by April 30, 2007 (unless the Closing date is extended with the consent of both the Company and Parent) for any reason other than the default hereunder by the terminating party.
By Any Party. By written notice from any party to the other parties if the Closing contemplated hereunder has not taken place on or before October 15, 1996 (other than as a result of the failure of any party to cause the satisfaction of a closing condition which is under such party's control); provided, however, that the General Partner and the Partnership may extend such date to a date not later than October 31, 1996 by delivery of written notice to Parent and Universal which (i) sets forth the extended date, (ii) expressly waives the closing condition set forth in Section 7.13 above. and (iii) confirms that the General Partner and the Partnership are currently in compliance with all of its obligations under this Agreement.
By Any Party. (a) Each ofMOPI, Mag One andBlue Lagoonwill, in its sole discretion, have the right to terminate this Agreemenift the First Closing Date does not occur on or before the Termination Date,provided, thatthe right to terminate this Agreement under this Section8.1 shall not be available to anPyarty whose failure to fulfill any of its obligations under this Agreement has been the cause of or resulted in the failure to consummate the transactions contemtepdlahereby by such da. te
By Any Party. In addition to the termination rights set forth in Section 16.3(c), any Party may terminate this Agreement as follows:
By Any Party i) to the extent necessary in any arbitration proceedings or proceedings before a Sole Expert or in proceedings before any court;
By Any Party. By written notice from any party to the other parties if the Closing contemplated hereunder has not taken place on or before April 30, 1997.
By Any Party. If any Party has delivered a Default Notice to the other Parties pursuant to Section 10 of this Agreement and the default described in such notice has not been cured within thirty (30) days after delivery of such notice, then the Party giving such notice may terminate this Agreement.
By Any Party. Without prejudice to any other right or remedy, including, but not limited to, DeLonge’s other termination rights under this Agreement, the DeLonge Parties on one hand and TTS AAS on the other, shall have the right to terminate this Agreement by written notice thereof to the other party if the other party fails to perform or observe any term or condition of this Agreement, and such failure is either: i) not susceptible to cure, or ii) if curable, is not fully cured within thirty (30) days after written notice thereof from the terminating party (the “Cure Period”), or iii) if not capable of cure within the Cure Period, the breaching party does not begin the cure within the Cure Period.
By Any Party. This Agreement shall not be assignable by CELGENE, CMCC, ENTREMED or BIOVENTURE without the prior written consent of the other parties to this Agreement, except that (a) CELGENE, CMCC, ENTREMED and/or BIOVENTURE may assign this Agreement to an AFFILIATE, successor in interest or transferee of all or substantially all of the portion of the business to which this Agreement relates without the consent of any other party; and (b) CMCC may assign its right, title and interest to certain payments due to CMCC pursuant to Section 4 of this Agreement to the CMCC ROYALTY PURCHASER(S) provided that such CMCC ROYALTY PURCHASER first agrees in writing to be bound by the terms and conditions of Section 5 hereof as they apply to CMCC. Notwithstanding the foregoing, nothing contained herein shall prevent CMCC, the CMCC ROYALTY PURCHASER or BIOVENTURE from assigning, pledging or otherwise encumbering any of their respective rights to receive payments hereunder (but not any other rights or any obligations hereunder) in connection with any financing of CMCC, the CMCC ROYALTY PURCHASERS or BIOVENTURE, as applicable, by a financial institution regularly engaged in the business of providing financing. In the event that CMCC assigns such rights to the CMCC ROYALTY PURCHASER(s), CMCC shall be solely responsible for delivery to and distribution among any CMCC ROYALTY PURCHASERS of any payments so assigned. CELGENE shall not have any liability with respect to any aspect of the delivery to or distribution among any CMCC ROYALTY PURCHASER(S) of any payments due to CMCC hereunder, and delivery to CMCC, in accordance with the terms and conditions of this Agreement, of any payments due hereunder by CELGENE to CMCC shall satisfy in full any obligations CELGENE may have to CMCC and/or the CMCC ROYALTY PURCHASERS with respect thereto. Each CMCC ROYALTY PURCHASER shall be able to exercise certain of the rights of CMCC under Section 4 of this Agreement to the extent provided in the agreement between CMCC and such CMCC ROYALTY PURCHASER, and shall be considered an assignee of such rights of CMCC for such purposes, provided that, cumulatively, CMCC and any CMCC ROYALTY PURCHASERS may conduct no more than one (1) inspection pursuant to Section 4.7 hereof in any consecutive twelve (12) month period. Any attempted assignment in violation of this Section 13.1 shall be null, void and of no effect.
By Any Party. This Agreement may be terminated by any Party:
