Consequences of Opt-Out Sample Clauses

Consequences of Opt-Out. (a) The Opt-Out Party’s obligations and rights to Co-Develop and Co-Commercialize a particular Opt-Out Product shall terminate upon the applicable Opt-Out Effective Date, and the Opt-Out Party shall have no liability for Development Costs or Commercialization Costs incurred by the Non-Opt-Out Party in respect of the Opt-Out Product(s) following the Opt-Out Effective Date, provided, however, that the Opt-Out Party shall remain liable for its share of (i) [ * ] for all [ * ] for the [ * ] that were [ * ] to the [ * ] to the extent that such [ * ] for such [ * ] by [ * ] the [ * ] therefor in the [ * ] that was [ * ] on the [ * ], (ii) all other [ * ] and all [ * ] with respect to the [ * ] the [ * ] in accordance and consistent with the [ * ] or [ * ], as applicable and [ * ], and (iii) all [ * ], including [ * ] and [ * ], [ * ] in connection with [ * ] and [ * ] under Section [ * ], to the extent related to [ * ], [ * ], [ * ] or [ * ] of the applicable [ * ] within the Field anywhere in the Territory [ * ] the [ * ] and [ * ] the [ * ] [ * ] = 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. for such activities for which [ * ] is [ * ] under Section [ * ] or Section [ * ] and to the extent provided in Section [ * ].
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Consequences of Opt-Out. In the event BioNTech exercises its Opt-Out (or a Deemed Opt-Out occurs pursuant to Section 8.5.3), then starting with the Opt-Out Commencement Date, (a) Net Profits/Net Losses shall no longer be shared by the Parties pursuant to Section 8.4, and (b) Shared Development Costs shall no longer be shared by the Parties pursuant to Section 8.2.2, Section 8.2.6 and Section 8.2.7. Instead, BioNTech shall receive as its sole future financial consideration, royalty payments on Net Sales of Royalty Products pursuant to Section 8.6. In addition, effective as of the Opt-Out Commencement Date, the consequences set forth in Sections 2.18, 6.5.5 and 7.3 shall become effective immediately, and BioNTech shall become solely responsible for any Existing Third Party In-License Agreement Royalty Payments, and, unless otherwise agreed in writing between the Parties, BioNTech shall cease all its activities under the Research Plan and all its Party Development Activities (to the extent permitted by Applicable Law) and transfer to Genentech all data and other Know-How created in connection with the Party Development Activities and activities under the Research Plan or the CMC Development Plan in BioNTech’s possession and not previously transferred to Genentech pursuant to Section 2.19.
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Consequences of Opt-Out. (a) The Opt-Out Party’s obligations and rights to Co-Develop and Co-Commercialize a particular Opt-Out Product shall terminate upon the applicable Opt-Out Effective Date, and the Opt-Out Party shall have no liability for Development Costs or Commercialization Costs incurred by the Non-Opt-Out Party in respect of the Opt-Out Product(s) following the Opt-Out Effective Date, provided, however, that the Opt-Out Party shall remain liable for its share of [*].
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Consequences of Opt-Out 
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Related to Consequences of Opt-Out

  • Consequences of Default If an Event of Default shall occur, Lender:

  • Consequences of Breach 26 11. Subordination...........................................................27

  • Consequences of Non-Delivery After the time at which the Offered Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Participant on account of such Offered Shares or permit the Participant to exercise any of the privileges or rights of a stockholder with respect to such Offered Shares, but shall, insofar as permitted by law, treat the Company as the owner of such Offered Shares.

  • Consequences of Event of Default In every such event (other than an event with respect to the Borrower described in clause (l) of Section 7.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminate, and (ii) the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

  • Consequences of a Servicer Default If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Note Distribution Account or thereafter received with respect to the Receivables that shall at that time be held by the Servicer.

  • Consequences of an Event of Default (a) If an Event of Default specified in subsections (a) through (l), (o), (p) or (q) of Section 7.01 shall occur and, be continuing or shall exist, then, in addition to all other rights and remedies which the Administrative Agent or any Lender may have hereunder or under any other Loan Document, at law, in equity or otherwise, the Lenders shall be under no further obligation to make Loans hereunder, and the Administrative Agent may, and, upon the written request of the Required Lenders shall, by notice to the Borrower, from time to time do any or all of the following:

  • Consequences of Events of Default (i) If an Event of Default has occurred and is continuing, the interest rate on this Note shall increase immediately by an increment of an additional two hundred basis points, to the extent permitted by applicable law. Any increase of the interest rate resulting from the operation of this subparagraph shall terminate as of the close of business on the date on which no Events of Default exist (subject to subsequent increases pursuant to this subparagraph).

  • Tax Consequences of Payments For all Tax purposes and to the extent permitted by applicable Tax Law, the parties hereto shall treat any payment made pursuant to this Agreement as a capital contribution or a distribution, as the case may be, immediately prior to the Distribution. If the receipt or accrual of any indemnity payment under this Agreement causes, directly or indirectly, an increase in the taxable income of the recipient under one or more applicable Tax Laws, such payment shall be increased so that, after the payment of any Taxes with respect to the payment, the recipient thereof shall have realized the same net amount it would have realized had the payment not resulted in taxable income. To the extent that Taxes for which any party hereto (the indemnifying party) is required to pay another party (the indemnified party) pursuant to this Agreement may be deducted or credited in determining the amount of any other Taxes required to be paid by the indemnified party (for example, state Taxes which are permitted to be deducted in determining federal Taxes), the amount of any payment made to the indemnified party by the indemnifying party shall be decreased by taking into account any resulting reduction in other Taxes of the indemnified party. If such a reduction in Taxes of the indemnified party occurs following the payment made to the indemnified Party with respect to the relevant indemnified Taxes, the indemnified party shall promptly repay the indemnifying party the amount of such reduction when actually realized. If the Tax benefit arising from the foregoing reduction of Taxes described in this Section 4.4 is subsequently decreased or eliminated, then the indemnifying party shall promptly pay the indemnified party the amount of the decrease in such Tax benefit.

  • Consequences of Termination Upon termination of this Agreement:

  • Consequences At any time after an Event of Default (whether or not it is continuing) the Redraw Facility Provider may do all or any of the following:

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