Certain Breaches. Neither party shall have any liability to the other party with respect to a breach by a party of which the other party has received written notice at or prior to Closing.
Certain Breaches. If (a) this Agreement is terminated by either party pursuant to Section 7.01 (other than (w) the termination of this Agreement by either Parent or the Company pursuant to Section 7.01(a) or (b)(iii), (x) the termination of this Agreement by Parent pursuant to Section 7.01(c) or (y) the termination of this Agreement by the Company pursuant to Section 7.01(f)) at a time when any of the conditions set forth in Section 6.01(c) (to the extent relating to the Holding Company Act), 6.01(d) or 6.02(d) have not been satisfied and (b) at the time of such termination either (i) Section 3.02(d)(i) is not true and correct such that Guarantor, Parent, Sub or any of their respective subsidiaries (A) would be required to register as a holding company under the Holding Company Act or (B) would be subject to regulation under the Holding Company Act in a manner that would raise substantive questions with respect to the ownership by any of them of any water or wastewater business or Guarantor or Parent is in breach of Section 4.03(a)(a)(i) or 4.03(a)(a)(ii)(A) or (ii) Section 3.02(d)(i) (other than as set forth above) or 3.02(d)(ii) is not true and correct or Guarantor or Parent is in breach of Section 4.03(a)(a)(ii)(B), 4.03(a)(b)(i), 5.03(a) (to the extent relating to Section 6.01(c) (to the extent relating to the Holding Company Act), 6.01(d) or 6.02(d)) or 5.03(b) (to the extent relating to the Company Required Consents and the Parent Required Consents) and, in the case of clause (ii), such failure to be true and correct or such breach is the primary cause of the failure of the
Certain Breaches. If Licensor (i) grants any license or sublicense to the Supplier Link Technology that is not permitted under the “Permitted Licensing and Sublicensing by Licensor” section (an “Out of Scope License or Sublicense”), or (ii) breaches its obligation to obtain Licensee’s consent to any adverse admissions or reductions of the scope of the patent claims under the Supplier Link Patents under the “Patent Prosecution and Maintenance” section, then Section 4.4 of the Agreement shall not apply to Licensor’s damages in connection with such license or sublicense.
Certain Breaches. Recipient may terminate this Agreement if Provider (x) unreasonably fails to take any action or actions required to comply with any provision of this Agreement or (y) fails to take any action or actions consistent with the reasonable guidance and direction provided by Recipient or its Affiliates that directly or indirectly relates to manufacturing operations, products or supply, including with respect to the matters referred to in Section 2.4.3 above, which failure or failures, individually or in the aggregate, (I) materially and adversely affect, or is or are reasonably likely to materially and adversely affect, (a) Provider’s manufacturing operations or the products produced by Provider, in each case, taken as a whole, or (b) the supply of products by Provider to Recipient, taken as a whole, or (II) results or is reasonably likely to result in Recipient not receiving material benefits to which it is entitled under any material provision hereunder, which failure or failures continue for 90 [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. days following written notice of such failure or failures from Recipient. For avoidance of doubt, for purposes of this Section 7.2.2, (i) the unreasonableness of any failure to take any action or actions required to comply with any provision of this Agreement and the reasonableness of any guidance and direction provided by Recipient or its Affiliate will be subject to and determined in accordance with the applicable provisions of the Sponsor Agreement (including Article 17), including whether such action or inaction is a violation of applicable law or legal regulation, (ii) this Section 7.2.2 shall not apply to any failure to take any action that occurs during a period when either (X) there is no Business Trustee designated by Sponsor unless Sponsor has petitioned the Court for the appointment of a reasonably qualified Business Trustee without success, or (Y) there is a Business Trustee designated by Sponsor unless the Sponsor has petitioned the Court to replace such Business Trustee with a reasonably qualified candidate without success, and (iii) an omission to act shall be deemed to be an action. In the event Recipient has given Provider notice of failure or failures pursuant to the preceding paragraph, Recipient and Provider shall engage in discussions, which may inc...
Certain Breaches. The breach by the Issuer of any of the terms or provisions of Section 6.01 (c)(i) (in respect of proceeds from the purchases of Bonds hereunder),
Certain Breaches. At the Buyer’s election, in the case of a breach of Section 5.6(a), Section 5.8(a)(iii), or Section 5.8(b), the Seller shall pay to the Buyer an amount equal to the product of one and one-half (1.5) multiplied by the amount equal to the Purchase Price less the aggregate amount of all of the Royalty Payments or other amounts (excluding attorneys’ fees) credited towards the Royalty Cap pursuant to this Agreement actually received by the Buyer or a Buyer Indemnified Party pursuant to this Agreement on the date such payment is due to the Buyer (such payment, the “Non-Performance Payment”), by wire transfer of immediately available funds to an account designated in writing by the Buyer, provided that the Seller will have a period of [**] days following receipt of written notice of breach, specifying Certain confidential information contained in this document, marked by [**], has been omitted because ADC Therapeutics SA (ADCT) has determined that the information (i) is not material and (ii) is the type that ADCT customarily and actually treats as private or confidential. in reasonable detail the basis of or the facts and circumstances giving rise to the breach being alleged, from the Buyer to cure such breach. Notwithstanding anything to the contrary herein, the Non-Performance Payment shall be due and payable only once, and following receipt of the Non-Performance Payment, the Royalty Termination Date will be deemed to have occurred. The remedy set forth in this Section 6.5 shall be Buyer’s and its Affiliates’ sole and exclusive remedy in the event of an uncured breach of Section 5.6(a), Section 5.8(a)(iii), or Section 5.8(b).
Certain Breaches. The breach of any of the terms or provisions of Sections 5.2, 5.6, 5.7 and 5.9 through 5.28.
Certain Breaches. The breach of any of the terms or provisions of SECTIONS 5.2, 5.6, 5.7 and 5.9 through 5.28.
Certain Breaches. As used herein, a "Breach Period" is a period during which AdStar is, based on Tribune's reasonable belief, in breach of this Agreement, commencing on the first date that Tribune notifies AdStar in writing (or e-mail) that Tribune has determined that AdStar is in breach of this Agreement and ending on the date that AdStar cures the underlying breach to Tribune's reasonable satisfaction. Unless otherwise agreed to in writing by Tribune, if AdStar breaches (i) Section 2.4, 8.2 or 10.2 of this Agreement or (ii) Section 7.9 to the Investment Agreement, AdStar hereby agrees to waive aggregate fees owed to it by Tribune Newspapers in the following amounts:
Certain Breaches. If GTC or any sublicensees, distributors, sales agents or customers of GTC sells, licenses or ships any GTC Products or GTC Methods in the Territory, and/or to or for the NGO Group in violation of Section 2.5 hereof, as minimum non-exclusive damages, GTC shall pay to SMIHC an amount equal to fifty percent (50%) of the consideration received by GTC from selling or licensing the GTC Products or GTC Methods improperly sold.
