Termination due to Material Adverse Effect Clause Samples
The 'Termination Due to Material Adverse Effect' clause allows one or both parties to end a contract if a significant negative event or change occurs that fundamentally impacts the value or feasibility of the agreement. Typically, this clause outlines what constitutes a material adverse effect, such as drastic financial losses, regulatory changes, or major operational disruptions, and sets out the process for notifying the other party and executing termination. Its core function is to protect parties from being bound to a contract when unforeseen, substantial negative developments undermine the original basis of the agreement.
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Termination due to Material Adverse Effect. Notwithstanding anything herein to the contrary, in case that there has been any event, occurrence, discovery or development which has had or would, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect, then both Parties shall, within thirty (30) days of the occurrence of such Material Adverse Effect, negotiate in good faith to resolve such issue or any controversy arise therefrom. If no agreement is achieved within the above mentioned thirty (30)-day period, such dispute shall be submitted to arbitration in accordance with Section 13.2 of this Agreement provided that this Agreement may be terminated by either Party shall the occurrence of such Material Adverse Effect be confirmed by Hong Kong International Arbitration Centre (the “Centre”).
Termination due to Material Adverse Effect. This Agreement will terminate in its entirety if a Material Adverse Effect has occurred and Biogen provides notice of termination to Ionis prior to the Effective Date that such Material Adverse Effect has occurred. In such event, neither Party shall have any further obligations under this Agreement, except for such Party’s obligations of non-disclosure pursuant to ARTICLE 11, which shall survive for the period set forth therein.