For Commercial Failure, Technical Failure, Delay or Expiration of the Term and Certain Change of Control Sample Clauses

For Commercial Failure, Technical Failure, Delay or Expiration of the Term and Certain Change of Control. In the event there has not been a termination according to Section 14.2.2 above, and this Agreement is terminated in accordance with the provisions of Sections 2.3.4 and Section 3.7 (in respect of Technical Failure, Commercial Failure, expiration of the Term, or Delay) or where terminated by Stereotaxis for breach pursuant to Section 14.2.1 above, the Localization License granted herein will continue for a period of three (3) years as provided for in Section 2.4.3, provided that where a Change of Control of Stereotaxis to a Restricted Party occurs within such three (3) year period, such license will continue until the earlier of one (1) year after such Change of Control or the expiration of such three (3) year period. For the avoidance of doubt, such license is, as provided herein, limited only to the Stereotaxis Localization System and not to any third party system. Thereafter, at its option, each Party will continue to have the right to distribute Daughter Products on a non-exclusive basis.
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Related to For Commercial Failure, Technical Failure, Delay or Expiration of the Term and Certain Change of Control

  • Term and Termination of Engagement; Exclusivity The term of Xxxxxxxxxx’x exclusive engagement will begin on the date hereof and end six (6) months thereafter (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, tail, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary contained herein, the Company has the right to terminate the Agreement for cause in compliance with FINRA Rule 5110(g)(5)(B)(i). The exercise of such right of termination for cause eliminates the Company’s obligations with respect to the provisions relating to the tail fees and right of first refusal. Notwithstanding anything to the contrary contained in this Agreement, in the event that an Offering pursuant to this Agreement shall not be carried out for any reason whatsoever during the Term, the Company shall be obligated to pay to Xxxxxxxxxx its actual and accountable out-of-pocket expenses related to an Offering (including the fees and disbursements of Xxxxxxxxxx’x legal counsel) and, if applicable, for electronic road show service used in connection with an Offering. During Xxxxxxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with Xxxxxxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of an Offering. Furthermore, the Company agrees that during Xxxxxxxxxx’x engagement hereunder, all inquiries from prospective investors will be referred to Xxxxxxxxxx. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering.

  • License Termination The licenses granted by Xencor to MorphoSys under Article 4 shall terminate.

  • Failure of Conditions; Termination In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will liable for the other parties legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.

  • ISDA Termination Either Dealer or Counterparty has the right to designate an Early Termination Date pursuant to Section 6 of the Agreement, in which case, except as otherwise specified herein and except as a result of an Event of Default under Section 5(a)(i) of the Agreement, the provisions of Paragraph 7(g) below shall apply in lieu of the consequences specified in Section 6 of the Agreement;

  • Termination and Suspension 11.1 The Employment will continue until terminated by either party giving written notice as set out in clause 11.2.

  • Consequences of Expiration or Termination All of the following effects of expiration or termination, as applicable, are in addition to the other rights and remedies that may be available to the Parties at law or in equity.

  • Effects of Expiration or Termination Upon expiration or termination of this Agreement for any reason:

  • Term Termination 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.

  • Effects of Termination or Expiration Upon termination or expiration of this Agreement for any reason:

  • Amendments; Termination Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall terminate on the earlier to occur of the consummation of the Merger and the date which is 18 months after the date hereof.

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