Termination of Partnership. The Partnership shall terminate when all assets of the Partnership, after payment of or due provision for all Liabilities of the Partnership, shall have been distributed to the Partners in the manner provided for in this Agreement, and the Certificate shall have been canceled in the manner provided by the Act.
Termination of Partnership. On the Effective Date, by virtue of the Merger and without any action on the part of the Partnership, PDC or LLC, the Partnership shall cease to exist as a separate legal entity.
Termination of Partnership. Except as otherwise provided in this Agreement, the Partnership shall terminate when all of the assets of the Partnership shall have been converted into cash, the net proceeds therefrom, as well as any other liquid assets of the Partnership, after payment of or due provision for the payment of all debts, liabilities and obligations of the Partnership, shall have been distributed to the Partners as provided for in Sections 6.6 and 12.5 hereof, and the Partnership shall have been terminated in the manner required by the TBOC.
Termination of Partnership. The partnership may be terminated by agreement of the majority of the partners. Written notice of the meeting where termination of the partnership is to be considered shall include a specific reference to this matter. Written notice of the decision to terminate the partnership shall be given to all partners.
Termination of Partnership. The Partnership may be terminated by agreement of the Partners whose capital accounts total a majority in value of the capital accounts of all the Partners. Written notice of a meeting where termination of the Partnership is to be considered shall include a specific reference to this matter. Written notice of the decision to terminate the Partnership shall be given to all the Partners. Payment shall then be made of all the liabilities of the Partnership, and a final distribution of the remaining assets, either in cash or in kind, shall be made promptly to the Partners or to their personal representatives in proportion to each Partner's capital account.
Termination of Partnership. Upon the completion of the liquidation of the Partnership and the distribution of all Partnership assets, the Partnership shall terminate and the Liquidator shall (and is hereby given the power and authority to) execute, acknowledge, swear to and record all documents required to effectuate the dissolution and termination of the Partnership.
Termination of Partnership. (a) Upon the winding-up and dissolution of the Partnership unless continued pursuant to Sections 6.01 or 6.02, the Partnership shall be terminated as rapidly as business circumstances will reasonably permit. At the direction of the General Partner, or a Person approved by the Limited Partners) if the winding-up and dissolution of the Partnership is pursuant to Section 6.02(a)(ii) hereof (the General Partner or the other Person, as the case may be, being herein called the “Terminating Partner”), a full accounting of the assets and liabilities of the Partnership shall be taken and a statement of the Partnership Assets shall be furnished to all Partners as soon as is reasonably practicable.
Termination of Partnership. The partnership may be terminated y agreement of the partners whose capital accounts total a majority in value of the capital accounts of all the partners. Written notice of the meeting where termination of the partnership is to be considered shall include a specific reference to this matter. The partnership shall terminate upon a majority vote of all partners’ capital accounts. Written notice of the decision to terminate the partnership shall be given to all the partners. Payments shall then be made of all the liabilities of the partnership and a final distribution of the remaining assets either in cash or in kind, shall promptly be made to the partners of their personal representatives in proportion to each partner’s capital account.
Termination of Partnership. No Partner shall resign or withdraw from Premier LP except that, subject to the restrictions set forth in this Article 11, any Partner may Transfer its Units in Premier LP to a transferee (a “Transferee”) and such Transferee may become a Partner in place of the Partner assigning such Units.
Termination of Partnership. The Partnership shall terminate upon the earlier of (a) termination of this Co-Co Agreement, as determined in accordance with Article XIV of this Co-Co Agreement or (b) the Vividion Opt-Out Date. SCHEDULE 6.5 Minimum Vividion and Celgene Sales Representative Qualifications Schedule 12.2(i) Patents Schedule 12.2(j) Existing Third Party Agreements APPENDIX A-2 FORM OF GLOBAL CO-DEVELOPMENT AND CO-COMMERCIALIZATION AGREEMENT [Appendix A-2]-1 EXECUTION VERSION EXHIBIT A-2 FORM OF GLOBAL CO-DEVELOPMENT AND CO-COMMERCIALIZATION AGREEMENT GLOBAL CO-DEVELOPMENT AND CO-COMMERCIALIZATION AGREEMENT by and between VIVIDION THERAPEUTICS, INC. and CELGENE CORPORATION TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II GOVERNANCE; COLLABORATION 15 ARTICLE III DEVELOPMENT 20 ARTICLE IV MANUFACTURE AND SUPPLY 27 ARTICLE V REGULATORY MATTERS 27 ARTICLE VI COMMERCIALIZATION 30 ARTICLE VII DILIGENCE 36 ARTICLE VIII GRANT OF RIGHTS; EXCLUSIVITY 36 ARTICLE IX FINANCIAL PROVISIONS 48 ARTICLE X INTELLECTUAL PROPERTY OWNERSHIP, PROTECTION AND RELATED MATTERS 56 ARTICLE XI CONFIDENTIALITY 64 ARTICLE XII REPRESENTATIONS AND WARRANTIES 70 ARTICLE XIII INDEMNIFICATION; PRODUCT LIABILITIES 75 ARTICLE XIV TERM AND TERMINATION 78 ARTICLE XV MISCELLANEOUS 89 Exhibits Exhibit A Co-Co Target, Co-Co Candidate(s) and Lead US Party Exhibit B Vividion Patents, Celgene Patents and Celgene Co-Co Collaboration Patents (as of the Execution Date) Exhibit C Existing Third Party Agreements Exhibit D Profit & Loss Share Exhibit E Partnership Tax Matters Schedules Schedule 6.5 Minimum Vividion and Celgene Sales Representative Qualifications Schedule 12.2(i) Patents Schedule 12.2(j) Existing Third Party Agreements EXECUTION VERSION GLOBAL CO-DEVELOPMENT AND CO-COMMERCIALIZATION AGREEMENT This Global Co-Development and Co-Commercialization Agreement (this “Agreement”) is entered into as of [•] (the “Execution Date”), by and between Vividion Therapeutics, Inc., a Delaware corporation (“Vividion”) and Celgene Corporation, a Delaware corporation (“Celgene”). Celgene and Vividion are each referred to herein by name or as a “Party”, or, collectively, as the “Parties”.
