Step In. 26.1 If the Authority reasonably believes that it needs to take action in connection with the Services:
Step In. If Nuvectis elects not to prosecute or maintain any part of the Licensed Patents and/or Additional Licensed Patents or not to file a Patent application, in any Target Patent Country, it shall give University no less than [***] written notice of its intention together with all information necessary to enable University to determine whether to maintain or file such Patent or Patent application. During that [***] notice period, Nuvectis shall retain the responsibility for the prosecution and maintenance of the Licensed Patents and/or Additional Licensed Patents identified in such notice (each, an “Abandoned Patent”). From the date of expiry of such notice:
Step In. 43.1 Step In
Step In. In the event the Step-In Notice is given by Buyer pursuant to subsection 13.04(a)(1) or (2) above, Buyer at its option shall have the right to succeed to all right, title, and interest of Seller in and to the Dedicated Lignite and all mining equipment, permits, rights and other assets for the Mine, and, if elected by Buyer in its Step-In Notice, that portion of the Mine which is necessary for producing the Dedicated Lignite. For all mining equipment, permits, rights, or other assets to which Buyer shall take title pursuant to a Step-In Notice pursuant to subsection 13.04(a)(1) or (2) above, Buyer will pay Seller the Fair Market Value thereof, less any damages or costs incurred by Buyer as a result of Seller's default as of the date of Buyer's Step-In. The Fair Market Value of any property as of any date shall mean the cash price obtainable in an arm's length sale between an informed and willing buyer (under no compulsion to purchase) and an informed and willing seller (under no compulsion to sell), for the property in question. Such price may be established by a bona fide offer to Seller for the purchase of such property which Seller is willing to accept or by mutual agreement of the Parties. If Fair Market Value cannot be established by the process described above, such Fair Market Value shall be the value determined in accordance with a procedure ("Appraisal Procedure") whereby two independent appraisers, one chosen by Buyer and one by Seller, shall mutually agree upon the Fair Market Value determination described herein. Buyer and Seller shall each deliver a written notice to the other appointing its appraiser within fifteen (15) Days after one Party has notified the other Party of its desire to utilize the Appraisal Procedure to establish a Fair Market Value. If, within thirty (30) Days after their appointment, the two appraisers are unable to agree to the Fair Market Value, a third independent appraiser shall be chosen within ten (10) Days thereafter by the mutual consent of such first two appraisers. However, if such first two appraisers fail to agree upon the appointment of a third appraiser, such appointment shall be made by the AAA, or any successor organization thereof, and shall be a disinterested person qualified in the matter to be determined. The three appraisers shall make the determination of Fair Market Value in accordance with the rules of the AAA or any such successor then in effect, and such determination shall be binding and conclusive...
Step In. 32.1 If:
Step In. 20.1 Without prejudice to any of its other rights under this Contract, GEPB shall be entitled (but not obliged), to step-in or instruct a third party to step in and undertake actions in accordance with Clause 20.3 upon giving seven (7) days prior written notice to the Manager if a Manager Event of Default occurs that:
Step In. Merck has the right to assume responsibility for any Licensor Development activities if the joint Development is rightfully terminated by Merck pursuant to Article 4.14 or Article 4.15 or Threshold has opted out in accordance with Article 4.16. If Merck exercises its right to assume responsibility for such Licensor Development activities, Licensor shall promptly (i) provide copies to Merck of any Licensor Know-How and Licensor Materials in Licensor’s Control that are used by Licensor, and necessary for Merck to continue, such Licensor Development activities, (ii) at Merck’s request, exercise Commercially Reasonable Efforts to transfer to Merck any Third Party sub-contract agreements entered into by the Licensor relating to the Licensor Development activities, and (iii) provide reasonable assistance in connection with the transfer to Merck of such Licensor Development activities. For the avoidance of doubt, no Licensor Development Expenses shall accrue following the completion of such assumption by Merck of Licensor Development activities. Each Party shall bear its own costs associated with the transfer of the Licensor Development activities to Merck hereunder.