Termination Development definition
Termination Development means (i) any circumstance, event, change, development or effect that, individually or in the aggregate, is adverse to the financial position, results of operations, business, prospects, assets or liabilities of Holdco or its Subsidiaries as determined in the sole discretion of the Initial Purchasers, (ii) any negative development related to Holdco’s or its Subsidiaries’ agents, official check customers, clearing banks or regulators as determined in the sole discretion of the Initial Purchasers, and (iii) the Initial Purchasers becoming aware after the Effective Date of any matter in clauses (i) or (ii) above that occurred prior to the date hereof.
Termination Development means (i) any circumstance, event, change, development or effect that, individually or in the aggregate, is adverse to the financial position, results of operations, business, prospects, assets or liabilities of the Company or the Company Subsidiaries as determined in the sole discretion of any of THL, GSMP and GSCP, (ii) any negative development related to the Company’s or its Subsidiaries’ agents, official check customers, clearing banks or regulators as determined in the sole discretion of any of THL, GSMP and GSCP, and (iii) any of THL, GSMP and GSCP becoming aware after the date hereof of any matter in clauses (i) or (ii) above that occurred prior to the date hereof. (g) The term “Satisfactory Audit Opinion” shall mean either combined or separate unqualified reports on the audit of the Company, and its subsidiaries, financial statements and internal controls over financial reporting as of and for the year ended December 31, 2007 as illustrated within paragraphs 87 and 88 of the Public Company Accounting Oversight Board Bylaws and Rules, Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting That Is Integrated with An Audit of Financial Statements,” prepared in accordance with GAAP (neither the Deloitte & Touche LLP financial statement opinion as of and for the year ended December 31, 2007 nor to the Notes to Consolidated Financial Statements attached to the audited financial statements, nor Items 1 through 15 of the Company’s December 31, 2007 Annual report on Form 10-K, shall include any reference to the Company’s ability to operate as a going concern). (h) The term “D&T Deliverables” shall mean the Satisfactory Audit Opinion and Deloitte & Touche LLP’s consent to file the Satisfactory Audit Opinion in the Company’s Annual Report on Form 10-K. (i) The term “Final 10-K” shall mean the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, in a form identical to a form that shall have been provided to each of THL, GSMP and GSCP not less than one day prior to the Closing Date, which shall be in a form acceptable to each of THL, GSMP and GSCP in its respective sole judgment and discretion, in compliance with all applicable rules promulgated under the Exchange Act, excluding any rules related to filing deadlines, which such Final 10-K does not disclose or identify any material weakness in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summariz...
Termination Development means (i) any circumstance, event, change, development or effect that, individually or in the aggregate, is adverse to the financial position, results of operations, business, prospects, assets or liabilities of the Company or the Company Subsidiaries as determined in the sole discretion of any of THL, GSMP and GSCP, (ii) any negative development related to the Company’s or its Subsidiaries’ agents, official check customers, clearing banks or regulators as determined in the sole discretion of any of THL, GSMP and GSCP, and (iii) any of THL, GSMP and GSCP becoming aware after the date hereof of any matter in clauses (i) or (ii) above that occurred prior to the date hereof.
Examples of Termination Development in a sentence
Wyeth shall not be obligated to conduct any activities other than those specified in the Termination Development Plan.
All expenses incurred in the conduct of the Development of [*] in excess of such cap or in addition to those activities provided in the Termination Development Plan shall be borne by Progenics and not reimbursed by Wyeth; provided that Progenics shall have no obligation to reimburse Wyeth for Wyeth’s internal costs.
Inventorship of any invention that arises during the performance of the Termination Development Plan, US Termination Commercialization Plan, Ex- US Termination Commercialization Plan , transfer of technology or any other activities contemplated by this Termination Agreement, and any Patent Right claiming such invention, shall be determined in accordance with rules and guidelines regarding inventorship as established under United States patent law, including case law and regulations associated therewith.
Wyeth shall, at its expense, produce the other documents specified in the Termination Development Plan within the time periods specified in the Termination Development Plan.
More Definitions of Termination Development
Termination Development means each of the following: (x) the satisfaction of the condition in clause (ii) of the fourth paragraph of the Commitment Letter or, in the case of a commitment for Alternative Financing, a similar condition that is no broader or (y) the inclusion in Required Information delivered by Seller to Purchaser of FIN 48 disclosure relating to the termination and settlement of the agreements set forth on Exhibit H.