Provision for Insolvency Sample Clauses

Provision for Insolvency. (a) All rights and licenses granted under or pursuant to this Agreement by ICN to Schering are, for all purposes of Section 365(n) of Title 11 of the U.S. Code ("Title 11"), licenses of rights to intellectual property as defined in Title 11. ICN agrees during the Exclusive Period to maintain and preserve any current copies of all such intellectual property which are in existence and in its possession as of the commencement of a case under Title 11 by or against ICN. If a case is commenced by or against ICN under Title 11, then, unless and until this Agreement is rejected as provided in Title 11, ICN (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, a Title 11 Trustee) shall, as Schering may elect in a written request, immediately upon such request (A) (i) perform all of the obligations provided in this Agreement to be performed by ICN, or (ii) provide to Schering all such intellectual property (including all embodiments thereof) held by ICN and such successors and assigns as of the commencement of a case under Title 11 by or against ICN and from time to time thereafter, and (B) not interfere with the rights of Schering as provided in this Agreement, or any agreement supplementary hereto, to such intellectual property (including all such embodiments thereof, including any right of Schering to obtain such intellectual property (or such embodiment) from any other entity.
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Provision for Insolvency. 50 ARTICLE 15
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Provision for Insolvency. Portola shall be deemed a “Debtor” under this Agreement if, at any time during the Term (a) a case is commenced by or against Portola under the U.S. Bankruptcy Code (the “Code”), (b) Portola files for, or a final order is entered placing Portola in, bankruptcy, reorganization, liquidation or receivership proceedings (other than a case under the Code), (c) Portola make a general assignment for the benefit of its creditors, or (d) a receiver or custodian is appointed for all or substantially all of Portola’s business; provided, however, that in the case of any involuntary case under the Code, Portola shall not be deemed a Debtor if the case is dismissed within [*] after the commencement thereof. In the event that Portola is deemed a Debtor, Biogen Idec may terminate this Agreement by providing written notice to Portola. All licenses granted under this Agreement are deemed to be, for purposes of Section 365(n) of the Code, licenses of rights to “intellectual property” as defined in Section 101 of the Code, and Biogen Idec shall have such rights as are provided under the Code in the event of the bankruptcy of Portola.
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Provision for Insolvency. If, at any time during the Term (a) a case is commenced by or against LipimetiX under Section 101(35A) of Title 11 of the United States Code (“Bankruptcy Code”), (b) LipimetiX files for or is subject to the institution of bankruptcy, reorganization, liquidation or receivership proceedings (other than a case under the Bankruptcy Code), (c) LipimetiX assigns all or a substantial portion of its assets for the benefit of creditors, (d) a receiver or custodian is appointed for LipimetiX’s business or (e) a substantial portion of LipimetiX’s business is subject to attachment or similar process, then Anji Pharma may terminate this Agreement by providing written notice to LipimetiX. If Anji Pharma terminates this Agreement pursuant this Section 9.8, then: (i) all licenses granted to Anji Pharma under this Agreement shall become irrevocable and perpetual. All rights and licenses now or hereafter granted by LipimetiX to Anji Pharma under or pursuant to any Section of this Agreement, including Section 2.1, are rights to “intellectual property” (as defined in the Bankruptcy Code). If (1) a case under the Bankruptcy Code is commenced by or against LipimetiX, (2) this Agreement is rejected as provided in the Bankruptcy Code and (3) Anji Pharma elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, then LipimetiX (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall provide to Anji Pharma all intellectual property licensed hereunder, and agrees to grant and hereby grants to Anji Pharma and its Affiliates a right to access and to obtain possession of and to benefit from and, in the case of any chemical or biological material or other tangible item of which there is a fixed or limited quantity, to obtain a pro rata portion of such item to the extent related to any Compound or Product, or otherwise related to any right or license granted under or pursuant to this Agreement. LipimetiX shall not interfere with the exercise by Anji Pharma or its Affiliates of rights and licenses to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use Commercially Reasonable Efforts to assist Anji Pharma and its Affiliates to obtain such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary for the Anji Pharma Related Parties to exercise such rights and licenses in accordance wi...
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Provision for Insolvency. 82 11.9.1 Termination....................................... 82 11.9.2
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Provision for Insolvency 
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Related to Provision for Insolvency

  • Termination for Insolvency The Procuring Entity may at any time terminate the Contract by giving notice to the Supplier if the Supplier becomes bankrupt or otherwise insolvent. In such event, termination will be without compensation to the Supplier, provided that such termination will not prejudice or affect any right of action or remedy that has accrued or will accrue thereafter to the Procuring Entity

  • Termination for Bankruptcy/Insolvency Either Party may terminate this Agreement immediately following written notice to the other Party if the other Party (i) ceases to do business in the normal course, (ii) becomes or is declared insolvent or bankrupt, (iii) is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within ninety (90) calendar days or (iv) makes an assignment for the benefit of creditors.

  • PROCEDURE UPON APPLICATION FOR INDEMNIFICATION 12.1 A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board (ii) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iii) by vote of the shareholders by ordinary resolution. The Company will promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.

  • Termination for Bankruptcy In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such Party.

  • PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION (a) Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.

  • Procedure for Notification of Claim for Indemnification or Advancement (a) Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification to the Company a description of the nature of the Proceeding and the facts underlying the Proceeding and provide such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. Indemnitee’s failure to notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnification or advancement, advise the Board in writing that Indemnitee has requested indemnification or advancement.

  • Procedures upon Application for Indemnification (a) To obtain indemnification, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of the Proceeding. Any delay in providing the request will not relieve the Company from its obligations under this Agreement, except to the extent such failure is prejudicial.

  • Procedure for Indemnification Claims (a) Whenever any parties become aware that a claim (an “Underlying Claim”) has arisen entitling them to seek indemnification under Section 9 of this Agreement, such parties (the “Indemnified Parties”) shall promptly send a notice (“Notice”) to the parties liable for such indemnification (the “Indemnifying Parties”) of the right to indemnification (the “Indemnity Claim”); provided, however, that the failure to so notify the Indemnifying Parties will relieve the Indemnifying Parties from liability under this Agreement with respect to such Indemnity Claim only if, and only to the extent that, such failure to notify the Indemnifying Parties results in the forfeiture by the Indemnifying Parties of rights and defenses otherwise available to the Indemnifying Parties with respect to the Underlying Claim. Any Notice pursuant to this Section 9.3(a) shall set forth in reasonable detail, to the extent then available, the basis for such Indemnity Claim and an estimate of the amount of damages arising therefore.

  • Bankruptcy or Insolvency If the Borrower, Grantor or any Guarantor: (i) becomes insolvent, or makes a transfer in fraud of creditors, or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts as they become due; (ii) generally is not paying its debts as such debts become due; (iii) has a receiver, trustee or custodian appointed for, or take possession of, all or substantially all of the assets of such party or any of the Collateral, either in a proceeding brought by such party or in a proceeding brought against such party and such appointment is not discharged or such possession is not terminated within sixty (60) days after the effective date thereof or such party consents to or acquiesces in such appointment or possession; (iv) files a petition for relief under the United States Bankruptcy Code or any other present or future federal or state insolvency, bankruptcy or similar laws (all of the foregoing hereinafter collectively called "Applicable Bankruptcy Law") or an involuntary petition for relief is filed against such party under any Applicable Bankruptcy Law and such involuntary petition is not dismissed within sixty (60) days after the filing thereof, or an order for relief naming such party is entered under any Applicable Bankruptcy Law, or any composition, rearrangement, extension, reorganization or other relief of debtors now or hereafter existing is requested or consented to by such party; (v) fails to have discharged within a period of sixty (60) days any attachment, sequestration or similar writ levied upon any property of such party; or (vi) fails to pay within thirty (30) days any final money judgment against such party.

  • Death or Insolvency The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from Borrower, or any other termination of Borrower’s existence as a going business or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Loan. This includes a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. BUSINESS LOAN AGREEMENT (ASSET BASED)

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