By Either Party. Either party may terminate this Agreement for convenience at any time effective after the first (1st) anniversary of the Installation Date by providing ninety (90) days' prior written notice to the other party at any time thereafter.
By Either Party. During the term of this Agreement, each Party shall make available or provide, as applicable, to the other Party all such Party's Know-How (i.e., in case of XenoPort, all XenoPort Know-How, and in the case of Xanodyne, all Xanodyne Know-How) that: (a) such Party considers to be necessary or reasonably useful for the other Party to develop and/or commercialize the Compound and XenoPort Products in accordance with this Agreement (in the case of Xanodyne) or for marketing, promotion and/or sale outside of the Territory (in the case of XenoPort); or (b) is reasonably requested by the other Party; in each case, as promptly as possible. The Party providing such Know-How shall provide the same in electronic form to the extent the same exists in electronic form, and shall provide copies as reasonably requested and an opportunity for the other Party or its designee to inspect (and copy) all other materials comprising such Know-How (including for example, original patient report forms and other original source data). The Parties will cooperate and reasonably agree upon formats and procedures to facilitate the orderly and efficient exchange of the XenoPort Know-How and the Xanodyne Know-How pursuant to this Section 4.5.
By Either Party. Either Party may terminate the Employee’s at-will employment at any time with or without notice, and with or without cause. Except as provided in this Paragraph 12, upon termination of employment, Employee shall only be entitled to Employee’s accrued but unpaid Base Salary and other benefits earned under any Company-provided plans, policies and arrangements for the period preceding the effective date of the termination of employment.
By Either Party. This Agreement may be terminated at any time prior to the Closing by either Seller or Purchaser, if (i) a Government Approval required to be obtained as set forth on Part VII of Appendix B shall have been denied and all appeals of such denial have been taken and have been unsuccessful, (ii) one or more courts of competent jurisdiction in the United States or Canada (as applicable), any state, provincial or any other applicable jurisdiction has issued an order permanently restraining, enjoining, or otherwise prohibiting the Closing, and such order has become final and non-appealable, or (iii) the Closing has not occurred by the Outside Closing Date.
By Either Party. This Agreement may be terminated without further liability of any party, by either Buyer or the Sellers if the Closing Date of the transaction contemplated in Section 1.1 shall not have occurred on or before August 31, 2003, provided the terminating party has not, through breach of a representation, warranty or covenant, prevented such closing from occurring on or before such date.