Non-Viability Sample Clauses

The Non-Viability clause defines the circumstances under which a contract or agreement is considered no longer viable or enforceable, typically due to regulatory, legal, or financial reasons. In practice, this clause may be triggered if a party becomes insolvent, a regulatory authority deems the contract unenforceable, or certain critical conditions are no longer met. Its core function is to provide a clear mechanism for terminating or modifying obligations when continuing the agreement is impossible or unlawful, thereby protecting parties from unforeseen risks and ensuring compliance with external requirements.
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Non-Viability. Upon the occurrence of a Non-Viability Event, HASE shall irrevocably (without the need for the consent of HBAP) reduce, upon the provision of a Non-Viability Event Notice, the then prevailing principal amount and any accrued but unpaid interest of the Loan to nil (such reduction being referred to herein as the “Write-off”, and “Written-off” shall be construed accordingly). Once the principal amount of, and any accrued but unpaid interest under, the Loan has been Written-off, it will not be restored in any circumstances, including where the relevant Non-Viability Event ceases to continue. Following any Write-off, HBAP will have no right to any repayment or payment of any amount of principal or (as the case may be) interest under the Loan which has been so Written-off and HASE shall have no obligation to pay or repay any such amount of principal or (as the case may be) interest. In this section:
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Non-Viability. Each party shall have the right to terminate the IL-21 Program, which shall automatically terminate the licenses that the terminating party received from the other party under ARTICLE 4, upon three (3) months prior written notice to the other party with an explanation contained therein if, in the reasonable opinion of their respective senior management, the commercialization of IL-21 Protein must be terminated for safety or efficacy reasons based on one or more substantial safety or efficacy studies. In such event, each party shall be obligated to pay to the other party all obligations that are accrued under this Agreement prior to termination. In addition, the IL-21 Program Patent Rights of the terminating party shall be assigned to the non-terminating party unless termination under this SECTION 8.2 is mutually agreed upon by the parties. Termination under this SECTION 8.2 shall not release either party from any obligations accrued prior thereto.
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Non-Viability. ZGEN may terminate this Agreement upon six (6) months prior written notice to NN with an explanation contained therein if, in the reasonable opinion of ZGEN’s senior management, the commercialization of IL-21 Protein or Products must be terminated for safety or efficacy reasons or lack of commercial viability. Termination pursuant to this SECTION 8.2 by ZGEN shall automatically terminate the licenses that NN granted to ZGEN under SECTION 3.2.
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Related to Non-Viability

  • Profitability The Board reviewed detailed information regarding revenues received by ▇▇▇▇ under the Agreement. The Board considered the estimated costs to ▇▇▇▇, and pre-tax profits realized by ▇▇▇▇, from advising the DWS Funds, as well as estimates of the pre-tax profits attributable to managing the Fund in particular. The Board also received information regarding the estimated enterprise-wide profitability of DIMA and its affiliates with respect to all fund services in totality and by fund. The Board and the Fee Consultant reviewed ▇▇▇▇’s methodology in allocating its costs to the management of the Fund. Based on the information provided, the Board concluded that the pre-tax profits realized by ▇▇▇▇ in connection with the management of the Fund were not unreasonable. The Board also reviewed certain publicly available information regarding the profitability of certain similar investment management firms. The Board noted that, while information regarding the profitability of such firms is limited (and in some cases is not necessarily prepared on a comparable basis), DIMA and its affiliates’ overall profitability with respect to the DWS Funds (after taking into account distribution and other services provided to the funds by ▇▇▇▇ and its affiliates) was lower than the overall profitability levels of most comparable firms for which such data was available. Economies of Scale. The Board considered whether there are economies of scale with respect to the management of the Fund and whether the Fund benefits from any economies of scale. The Board noted that the Fund’s investment management fee schedule includes fee breakpoints. The Board concluded that the Fund’s fee schedule represents an appropriate sharing between the Fund and DIMA of such economies of scale as may exist in the management of the Fund at current asset levels.

  • Geometric visibility The visibility of the illuminating surface, including its visibility in areas which do not appear to be illuminated in the direction of observation considered, shall be ensured within a divergent space defined by generating lines based on the perimeter of the illuminating surface and forming an angle of not less than 5° with the axis of reference of the headlamp.

  • Failure to Maintain Financial Viability The System Agency may terminate the Grant Agreement if the System Agency, in its sole discretion, determines that Grantee no longer maintains the financial viability required to complete the services and deliverables, or otherwise fully perform its responsibilities under the Grant Agreement.

  • Dependability a) Requires constant supervision to perform daily routine correctly b) Occasionally misses necessary task c) Rarely misses necessary task and is reliable d) Outstanding reliability and job is always completed correctly

  • Financial Viability and Regulatory Compliance 2.6.1 Contractor warrants and represents that its corporate entity is in good standing with all applicable federal, state, and local licensing authorities and that it possesses all requisite licenses to perform the services required by this contract. Contractor further warrants and represents that it owes no outstanding delinquent federal, state or local taxes or business assessments. 2.6.2 Contractor agrees to promptly disclose to the MPHA any IRS liens or licensure suspension or revocation that may adversely affect its capacity to perform the services outlined within this contract. The failure by Contractor to disclose such issue to the MPHA in writing within 5 days of such notification received will constitute a material breach of this contract. 2.6.3 Contractor further agrees to promptly disclose to the MPHA any change of more than 50% of its ownership and/or any declaration of bankruptcy that Contractor may undergo during the term(s) of this contract. The failure of Contractor to disclose any change of more than 50% of its ownership and/or its declaration of bankruptcy within 5 days of said actions shall constitute a material breach of this contract. 2.6.4 All disclosures made pursuant to this section of the contract shall be made in writing and submitted to MPHA within the time periods required herein.