Effect of Termination due to Material Breach Sample Clauses

Effect of Termination due to Material Breach a. In case of a termination by BII according to Section 10.2.2, the Total Amount shall become immediately due and BII shall be free to claim for damages according to the applicable law and, subject to Section 7.4 above. All licenses granted by either Party to the other Party hereunder shall be null and void. For the avoidance of doubt, XENCOR may not use the Process outside BII, except as otherwise agreed in writing by XENCOR and BII; except that, if XENCOR has already exercised its rights under Sections 5.2.3, 5.2.4 and 5.2.5, all such rights granted prior to termination shall remain in effect.
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Effect of Termination due to Material Breach. Parent shall pay or reimburse Thermo for all of its Transaction Costs in the event this Agreement is terminated by Thermo prior to Closing on account of any material misrepresentation, breach of warranty, or breach of covenant or other agreement set forth in this Agreement by Parent or Merger Sub; provided, however, that the aggregate maximum amount of Transaction Costs that Parent must pay or reimburse on account of Transaction Costs pursuant to this Section 9.04 is $2,000,000, provided further, however, that such payment or reimbursement shall not prejudice the rights of Thermo to any other remedy it may have under Applicable Law. Thermo shall pay or reimburse Parent for all of its Transaction Costs in the event this Agreement is terminated prior to Closing by Parent on account of any material misrepresentation, breach of warranty, or breach of covenant or other agreement set forth in this Agreement by Thermo; provided, however, that the aggregate maximum amount of Transaction Costs that Thermo must pay or reimburse on account of Transaction Costs pursuant this Section 9.04 is $2,000,000, provided further, however, that such payment or reimbursement shall not prejudice the rights of Parent to any other remedy it may have under Applicable Law.
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Effect of Termination due to Material Breach. Should BioMarin terminate this Agreement in its entirety pursuant to Section 23.2 (Termination due to Material Breach), the rights and licenses granted to BioMarin under Section 2 (License Grant) shall become perpetual, subject to BioMarin’s continuing obligation to pay the royalties described in Section 9 (License Fees and Royalties), without any assignment or other act on the part of DSP. Should DSP terminate this Agreement in its entirety pursuant to Sections 23.2 (Termination due to Material Breach), all of the rights and licenses granted to BioMarin hereunder, including without limitation, the license granted under Section 2.1 (License Grant) shall automatically revert to DSP, without any assignment or other act on the part of BioMarin, and BioMarin shall cease immediately any business activities that would, but for the license granted pursuant to Section 2.1 (License Grant), infringe on DSP’s enforceable intellectual property rights.
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Related to Effect of Termination due to Material Breach

  • Termination for Material Breach If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach of one or more of its material obligations under this Agreement, then if the Breaching Party fails to cure such breach within *** days after receipt of the Default Notice, or if such compliance cannot be fully achieved through diligent efforts within such *** day period but the Breaching Party has failed to promptly commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or if full compliance is not achieved in any event within *** days after receipt of the Default Notice, then the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party. If the Breaching Party disputes that it has materially breached one or more of its material obligations under this Agreement, the dispute shall be resolved pursuant to Section 11.7. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one or more of its material obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party fails to cure any breach specified by the Adverse Ruling within *** days after such ruling, or if such compliance cannot be fully achieved through diligent efforts within such *** day period but the Breaching Party has failed to promptly commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or if full compliance is not achieved in any event within *** days after the Adverse Ruling, then the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party.

  • Termination upon Material Breach Notwithstanding the foregoing, a Party may terminate this Agreement if any other Party materially breaches a material provision of this Agreement and such material breach is not cured (i) within thirty (30) days after being given notice of the breach in the case of a material breach of an obligation to make payment hereunder or (ii) within sixty (60) days after being given notice of the breach in the case of any other material breach.

  • Effect of Termination for Cause If Employee's employment is terminated "For Cause":

  • Effect of Termination Without Cause If Employee's employment is terminated "Without Cause":

  • Notice of Termination; Effect of Termination Any proper termination of this Agreement under Section 7.1 will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

  • Termination Effect of Termination 44 9.1 TERMINATION................................................44 9.2

  • In the Event of Termination In the event of termination of this Agreement:

  • Consequence of Termination Upon the termination of this Agreement:

  • Effect of Termination Upon termination of this Agreement:

  • Survival of Termination The provisions of Sections 1.7, 1.8, 3.1, 3.2, 5.4, 5.5, 5.6, 5.7, 5.10 and 5.13 shall survive any termination of this Agreement.

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