Prior to Effective Date. Company may, by written notice delivered prior to the Effective Date, declare the Agreement null and void if any one or more of the following conditions applies: Seller implements a material change to the Facility without following the requirements of Section 5(f) of Attachment A (Description of Generation, Conversion and Storage Facility). Seller is in material breach of any of its representations, warranties and covenants under the Agreement, including, but not limited to, (i) the provisions of Section 22.2(c) and Section 22.2(d) requiring Seller to have all Land Rights and Governmental Approvals as provided therein; and (ii) the provisions of Section 3(b)(ii) (Company-Owned Interconnection Facilities Prepayment) of Attachment G (Company‑Owned Interconnection Facilities) requiring the payment by Seller to Company of the amounts specified within the time periods provided therein. Seller, subsequent to making the payment to Company required under Section 3(b)(ii) (Company-Owned Interconnection Facilities Prepayment) of Attachment G (Company‑Owned Interconnection Facilities), or subsequent to making the payment to Company to pay for the IRS, requests in writing that Company stop or otherwise delay the performance of the work for which Company received such payment. Any of the IRS Letter Agreements are terminated pursuant to the terms thereof prior to the completion of the Interconnection Requirements Study.
Prior to Effective Date. Company may, by written notice delivered prior to the Effective Date, declare the Agreement null and void if any one or more of the following conditions applies: Company reasonably determines that the description of the Facility in the Agreement and the IRS no longer represents the Facility Seller is capable of constructing because of changes in the type of, performance specifications of, or availability of equipment. Seller is in breach of any of its representations, warranties and covenants under the Agreement, including, but not limited to, (i) the provisions of Section 22.2(c) requiring Seller to have obtained by the Execution Date all Land Rights necessary for the construction, ownership, operation and maintenance of the Facility for the Initial Term and (ii) the provisions of Section 3(b)(ii) (Company-Owned Interconnection Facilities Prepayment) of Attachment G (Company‑Owned Interconnection Facilities) requiring the payment by Seller to Company of the amount specified in said Section 3(b)(ii) within the time period provided in said Section 3(b)(ii). Seller, subsequent to making the payment to Company required under Section 3(b)(ii) (Company-Owned Interconnection Facilities Prepayment) of Attachment G (Company‑Owned Interconnection Facilities), requests in writing that Company stop or otherwise delay the performance of the work for which Company received such payment. Seller has notified Company in writing that it desires to modify (i) the Agreement and/or (ii) the Facility as described in the Agreement and the IRS. Seller fails to cause the Facility Lender to make available to Company an IE Energy Assessment report with an NEP IE Estimate that is consistent with the requirements of this Agreement, as more fully provided in Section 1(c) (NEP IE Estimate and Company-Designated NEP Estimate) of Attachment U (Calculation and Adjustment of Net Energy Potential) to this Agreement.
Prior to Effective Date. At any time prior to the Effective Date, the Executive's employment may be terminated for any reason, with or without cause, by the Company or by the Executive by delivery of a Notice of Termination (as defined below) to the other party hereto given in accordance with Section 11(b) of this Agreement.
Prior to Effective Date. Company may, by written notice delivered prior to the Effective Date, declare the Agreement null and void if any one or more of the following conditions applies:
Prior to Effective Date. For the avoidance of doubt, Entasis shall be responsible for any and all payments due to Third Parties under agreements entered into prior to the Effective Date, including [*], in connection with the grant of any rights to any intellectual property included in the Licensed Technology to Zai.
Prior to Effective Date. Prior to the xxxx hereof, Landlord has delivered to Tenant all of the Demised Premises with the Delivery Condition satisfied (except to the extent Tenant has disputed satisfaction of certain Delivery Conditions as set forth in Schedule P hereto).
Prior to Effective Date. Employees hired into this unit by the Employer prior to January 1, 1996, after ten (10) years of service, shall receive a payment based upon the accumulated sick leave to a maximum of ninety (90) days; 720 hours.
Prior to Effective Date. Prior to the Effective Date, neither Celldex nor Pfizer shall have any rights or obligations hereunder. Notwithstanding anything to the contrary in Section 11.1, effective as of the date hereof, each of Pfizer and Celldex covenant and agree that Section 8, 10.1, 10.2, 10.4, 10.5, 11.2, 12.1(c), Section 14, 15.8 and 15.13 shall be in full force and effect unless this Agreement is terminated pursuant to Section 12 (including any applicable defined terms contained in such provisions).
Prior to Effective Date. Prior to the Effective Date, the terms and conditions of the Prior Agreement will continue to apply to Executive’s employment with the Company, except for Sections 7 and 12 below (and those provisions necessary to construe or give effect to such Sections, including Sections 4(c) and 8(c)), which shall be effective as of the date hereof.
Prior to Effective Date. The Parties acknowledge and agree that a portion of the amounts included in the Budget were, prior to the Effective Date, intended to fund certain research being conducted by Anacor as a sub-grantee under a grant by the Foundation to the University of California. Because such amounts have been re-allocated to this Agreement and removed from such grant funding, Anacor shall have the right to use such funds as reimbursement for activities included in the Budget and conducted prior to the Effective Date, notwithstanding anything to the contrary in this Agreement. Such amounts are approximately [ * ] (the “Reimbursement Amount”) for research conducted between December 1, 2012 and the Effective Date. Prior to the Effective Date, Anacor provided the Foundation with an invoice that reflects the portion of the Reimbursement Amount related to the period between December 1, 2012 and February 28, 2013 and that meets the requirements of Section 4.2(b). At the Effective Date, the Foundation will pay that portion of the Reimbursement Amount to Anacor. On or before April 30, 2013, Anacor will provide the Foundation with an invoice that reflects the portion of the Reimbursement Amount related to the period between March 1, 2013 and March 31, 2013 and that meets the requirements of Section 4.2(b), which the Foundation will pay to Anacor by May 30, 2013. Any additional portion of the Reimbursement Amount related to the period between April 1, 2013 and the Effective Date will be included by Anacor in its first quarterly statement to the Foundation related to the period between the Effective Date and June 30, 2013 and the Foundation will pay the amount on such statement to Anacor within thirty [ * ] after receipt of the statement. The payment of the amounts on the two Reimbursement Amount invoices and the portion of the first quarterly statement amount that [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. relates to the Reimbursement Amount will represent satisfaction in full of any and all fees, expenses, and other obligations by the Foundation to Anacor with regard to any work performed with respect to the Work Plan, the Library Plan or otherwise prior to the Effective Date.
