Failure to Reimburse. Licensee may elect not to reimburse WUSTL for amounts due under Section 9.2 in respect to one or more Patent Rights patent and/or applications on a country-by -country basis only by giving WUSTL notice of such election at least [***] ([***]) days before the date on which the applicable cost or expense is to be incurred by WUSTL (each an “Election Notice”). For purposes of this Section 9.3, a cost or expense shall be deemed to be incurred by WUSTL on the earlier of (a) the date WUSTL actually pays the cost or expense, or (b) the date WUSTL becomes obligated to pay the cost or expense (which, for example, shall be the date WUSTL engages a third party to perform any service which gives rise to any such cost or expense). Any such Election Notice shall specify the Patent Rights patents and/or applications and the country of application to which such Election Notice relates. [***] = Certain Confidential Information Omitted In the event any Election Notice is given by Licensee, (x) the term “Patent Rights” shall be modified to exclude, as applicable, the Patent Rights patents and/or applications set forth in such notice, (y) the term “Technical Information” shall be modified to exclude any research and development information, unpatented inventions, know-how, data, methods, and technical data and information no longer necessary for the exploitation of the license granted to the remaining Patent Rights, and (z) the term “Tangible Research Property” shall be modified to exclude any and all research tools and other personal property that WUSTL may have provided to Licensee that is no longer necessary for the exploitation of the license granted to the remaining Patent Rights, in each instance as of the date the Election Notice is given. Accordingly, and for the avoidance of doubt, as of the date the Election Notice is given, the license to the elected Patent Rights, the applicable Technical Information and the applicable Tangible Research Property granted to Licensee under Sections 2.1, 2.2 and 2.3 above shall terminate, and WUSTL shall be free, without any further obligation to Licensee whatsoever, to abandon the applications or patents subject to the notice, or to continue prosecution or maintenance, for WUSTL’s sole use and benefit, at WUSTL’s option. Licensee agrees to deliver to WUSTL, along with any Election Notice, all former Technical Information and former Tangible Research Property to which such Election Notice relates. For the avoidance of doubt, WUSTL wil...
Failure to Reimburse. COMPANY’s failure to repay its debt will be interpreted as waiver by the COMPANY of its SHARE in the PATENT(S) of the COMPANY in the concerned countries concerned for the other PARTY. Henceforth, the COMPANY undertakes to immediately grant all powers, documents and signature for the completion of this sale and it can no longer earn any remuneration for the direct and/or indirect use of PATENTS for this or these countries and will no longer have any industrial or commercial use right on these same PATENTS, from the time of receipt of the notification by the other PARTY. Issued in three (3) originals copies drafted in French, one (I) for each of the PARTIES and one (1) for registration FIN PI . Signed in Paris, on Xx Xxxxxxxxx XXXXXXX Chairman of Institut Biophytis Signed in Paris, on Xx Xxxx XXXXXXX Chairman of UPMC
Failure to Reimburse. In the event that the Borrower fails to make a timely reimbursement, together with any interest thereon, to the Agent on the date of any drawing on a Letter of Credit pursuant to this Section, such failure shall constitute a Deemed Credit Request requesting an Alternate Base Rate Loan in an aggregate amount equal to the amount reimbursable to the Letter of Credit Bank plus any interest thereon. The Agent shall disburse all such loan proceeds directly to the Letter of Credit Bank to satisfy the Borrower's aforesaid reimbursement liability. The obligations of the Banks to the Agent under this Section are in addition to and not in limitation of the obligations of the Banks under Section 0 of this Agreement. In the event that an Loan cannot be legally made pursuant to this Section 0 for any reason, each of the Banks shall reimburse the Letter of Credit Bank in an amount equal to such Bank's Ratable Portion of the drawing on the Letter of Credit.
Failure to Reimburse. In the event that the Borrower shall fail to reimburse the Facing Agent as provided in SECTION 2.12(d) in an amount equal to the amount of any drawing honored by the Facing Agent under a Letter of Credit issued by it, the Facing Agent shall promptly notify the Agent and each Revolving Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein. Each Revolving Lender shall make available to the Agent for distribution to the Facing Agent an amount equal to its respective participation in same day funds at the office of the Agent specified in such notice not later than 1:00 p.m. (New York City time) on the Business Day after the date notified by the Facing Agent. In the event that any Revolving Lender fails to make available to the Facing Agent the amount of such Lender's participation in such Letter of Credit as provided in this SECTION 2.12(e), the Agent shall be entitled on behalf of the Facing Agent to recover such amount on demand from the Lender together with interest at the Federal Funds Rate until three days after the date on which the Facing Agent gives notice of payment and at the Prime Rate for each day thereafter until such amount is paid. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit and any other amounts due to it hereunder to the Facing Agent to fund the amount of any drawn Letter of Credit which such Lender was required to fund pursuant to this SECTION 2.12(e) until such amount has been funded (as a result of such assignment or otherwise). The failure of any Lender to make funds available to the Facing Agent of such amount shall not relieve any other Lender of its obligation hereunder to make funds available to the Facing Agent pursuant to this SECTION 2.12(e). The Agent shall distribute to each Revolving Lender which has paid all amounts payable by it under this SECTION 2.12(e) with respect to any Letter of Credit issued by the Facing Agent such Lender's Revolving Loan Pro Rata Share of all payments received by the Facing Agent from the Borrower in reimbursement of drawings honored by the Facing Agent under such Letter of Credit when such payments are received.
Failure to Reimburse. Invoices for Monthly Development Costs not paid by a Participant in full by the due date shall thereafter bear, in addition to the ongoing Interest Rate payments required, a monthly charge as a late payment fee on the unpaid portion at two percent (2%) per month or the maximum interest rate allowable by law, if it is less, and shall be computed based upon the actual number of days elapsed from the due date to the date payment is received (the "Late Payment Fee"). Non-payment or late payment of invoices shall be deemed a default under this Agreement as provided in Section 2.4 hereof. Any monies received by the Development Manager with respect to Late Payment Fees shall be credited, on a pro rata basis, on the next Monthly Development Cost invoice for all Participants other than the Participant paying such Late Payment Fees.
Failure to Reimburse. [***] may elect not to [***] for amounts due under Section 9.2 in respect to one or more Patent Rights patents and/or patent applications in one or more jurisdictions only by giving [***] notice of such election at least [***] days before the date on which the applicable cost or expense is to be incurred by [***] (each an “Election Notice”). For purposes of this Section 9.3, a cost or expense shall be deemed to be incurred by [***] on the earlier of (a) the date [***] actually pays the cost or expense, or (b) the date [***] becomes obligated to pay the cost or expense (which, for example, shall be the date [***] engages a third party to perform any service which gives rise to any such cost or expense if such engagement is non-cancelable). Any such Election Notice shall specify the Patent Rights patents and/or patent applications and the jurisdictions to which such Election Notice relates (“Elected Patent Rights”). In the event any Election Notice is given by Licensee, the term “Patent Rights” shall be modified to exclude, as applicable, such Elected Patent Rights, in each instance as of the date the Election Notice is given. Accordingly, and for the avoidance of doubt, as of the date the Election Notice is given, [***].
Failure to Reimburse. If KISSEI shall fail to reimburse VERTEX as required under Section 5.2 above with respect to a patent application or patent included within the Patents within sixty (60) days after receipt of a written request for payment from VERTEX, VERTEX may terminate KISSEI's rights hereunder with respect to that patent or patent application upon thirty (30) days written notice thereof to KISSEI, unless KISSEI during such 30 day period shall have submitted payment pursuant to the aforementioned request for payment.
Failure to Reimburse. If Taisho shall fail, without good reason hereunder, to reimburse Vertex as required under Section 8.3 above with respect to a patent application or patent included within the Vertex Patents within sixty (60) days after receipt of a written request for payment from Vertex, Vertex may terminate Taisho's rights with respect to that patent or patent application upon thirty (30) days written notice thereof to Taisho, unless Taisho during such thirty (30) day period shall have submitted payment pursuant to the aforementioned request for payment.
Failure to Reimburse. In the event that the Association defaults on its financial obligations under this Agreement, the Borough may adopt a Special Assessment Ordinance covering all of the properties belonging to the Association to set an assessment pursuant to N.J.S.A. 40:56-21 et seq. to ensure the repayment of the monies expended by the Borough on Xxxxxx Lake. The assessments levied under the Special Assessment Ordinance shall include all of the reasonable and necessary costs incurred by the Borough in adopting and administering the Ordinance and in making and collecting the assessments levied thereunder. All property owners of the Association shall be responsible in the event of default by the Association of its obligations under this Agreement.
Failure to Reimburse. Failure of Vendor to reimburse the PBC in accordance with Section 13.2(b) (Overcharges) is an Event of Default under the Agreement, and Vendor will be liable for all of the PBC’s costs of collection, including any court costs and attorneys’ fees, in addition to any other remedies at law or in equity.
