GTC Willful Breach or Gross Negligence Sample Clauses

GTC Willful Breach or Gross Negligence. Notwithstanding anything contained in this Section 16 to the contrary, if, following the filing of the first BLA by either of the Parties under this Agreement, GTC has willfully breached this Agreement or has been grossly negligent in its performance of its obligations hereunder, and GTC has not corrected such breach within three (3) months of X. Xxxxx'x written request (which three (3) month period may be extended by agreement of the Parties, if GTC is diligently attempting to correct such breach), then X. Xxxxx may, at its sole option and without prejudice to any other remedy it may have, produce itself or have produced all or any part of its requirements for Bulk rh[*] for use in the Product, utilizing the GTC Patent Rights, the Project Patent Rights, the GTC Technology and the Project Technology. GTC, at its own cost and expense, promptly shall transfer to X. Xxxxx the non-exclusive right to use the GTC Patent Rights, Project Patent Rights, GTC Technology and Project Technology to make and have made the Bulk rh[*] for use in the Product. In addition, GTC, at its own cost and expense, will provide X. Xxxxx with reasonable production assistance, so that X. Xxxxx may use the GTC Patent Rights, Project Patent Rights, GTC Technology and Project technology to produce Bulk rh[*] for such purpose. In the event X. Xxxxx elects to produce or have a third party produce Bulk rh[*] for such purpose, X. Xxxxx shall pay GTC a fee equal to fifty percent (50%) of the royalty rates set forth in Section 11.6(b), above, on X. Xxxxx'x sales of Product filled and finished from Bulk rh[*] produced by X. Xxxxx under this Subsection (c).
Sample 1
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Related to GTC Willful Breach or Gross Negligence

  • Misconduct Unless a Change of Control shall have occurred after the date hereof:

  • No Liability for Ordinary Negligence Neither Silicon, nor any of its directors, officers, employees, agents, attorneys or any other Person affiliated with or representing Silicon shall be liable for any claims, demands, losses or damages, of any kind whatsoever, made, claimed, incurred or suffered by Borrower or any other party through the ordinary negligence of Silicon, or any of its directors, officers, employees, agents, attorneys or any other Person affiliated with or representing Silicon, but nothing herein shall relieve Silicon from liability for its own gross negligence or willful misconduct.

  • Fraud To indemnify an Indemnitee if a final decision by a court having jurisdiction in the matter shall determine that the Indemnitee has committed fraud on the Company; or

  • Express Negligence THE PARTIES INTEND THAT THE INDEMNITIES SET FORTH IN THIS ARTICLE 8 BE CONSTRUED AND APPLIED AS WRITTEN ABOVE, NOTWITHSTANDING ANY RULE OF CONSTRUCTION TO THE CONTRARY. WITHOUT LIMITING THE FOREGOING, SUCH INDEMNITIES WILL APPLY NOTWITHSTANDING ANY STATE’S “EXPRESS NEGLIGENCE” OR SIMILAR RULE THAT WOULD DENY COVERAGE BASED ON AN INDEMNIFIED PARTY’S SOLE OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE OR GROSS NEGLIGENCE. IT IS THE INTENT OF THE PARTIES THAT, TO THE EXTENT PROVIDED ABOVE, THE INDEMNITIES SET FORTH IN THIS ARTICLE 8 WILL APPLY TO AN INDEMNIFIED PARTY’S SOLE OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE OR GROSS NEGLIGENCE. THE PARTIES AGREE THAT THIS PROVISION IS “CONSPICUOUS” FOR PURPOSES OF ALL STATE LAWS.

  • No Fraud or Misrepresentation To the best of the Seller’s knowledge, each Receivable that was originated by a Dealer was sold by the Dealer to the Seller and by the Seller to the Purchaser without any fraud or misrepresentation on the part of such Dealer or the Seller, respectively.

  • Breach of Law Notwithstanding anything to the contrary in the Agreement or the Plan, you will not be entitled to, and shall not claim any benefit (including without limitation a legal right) under the Plan if the provision of such benefit would give rise to a breach of Part 2D.2 of the Corporations Act 2001 (Cth), any other provision of that Act, or any other applicable statute, rule or regulation which limits or restricts the giving of such benefits.

  • Breach of Contract 4.1 If any party (“Defaulting Party”) breaches any provision of this Agreement, which may cause damages to other parties (“Non-defaulting Party”), the Non-defaulting Party con notify the Defaulting Party in writing, requesting it rectify and correct such a breach of contract; if the Defaulting Party does not take actions which rectify and correct such breach to the satisfaction of the Non-defaulting Party within fifteen (15) days upon the issuance of the written notice, the Non-defaulting Party can take actions pursuant to this Agreement or other measures in accordance with laws in response.

  • Breach Liability 7.1 Subject to provisions under Section 4 of this Agreement, Party B and Party C shall jointly and severally indemnify and hold harmless Party A and any of its shareholders, directors, employees, affiliates, agents, successors and trustees from any claim, harm, expenses, indemnities, liabilities, fines or any other loss or damages arising from:

  • Liability for Breach of Contract 1. If the parties can not continue the performance of this agreement due to either party’s breach, the breaching party shall pay the other party liquidated damages equal to 10% of all amounts payable during the performance of this agreement.

  • Liabilities for Breach of Contract If any Party to this Agreement fails to, according to the provisions of this Agreement, appropriately and fully perform its obligations, such Party shall be liable for breach of contract. Any damages and costs incurred by the non-breaching Party, due to a breach of contract by the breaching Party, shall be paid by the breaching Party to the non-breaching Party.

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