By Any Party Sample Clauses

By Any Party. By written notice from any party to the other parties if the Closing contemplated hereunder has not taken place on or before October 31, 2002.
By Any Party. By written notice from any party to the other parties if the Closing contemplated hereunder has not taken place on or before October 15, 1996 (other than as a result of the failure of any party to cause the satisfaction of a closing condition which is under such party's control); provided, however, that the General Partner and the Partnership may extend such date to a date not later than October 31, 1996 by delivery of written notice to Parent and Universal which (i) sets forth the extended date, (ii) expressly waives the closing condition set forth in Section 7.13 above. and (iii) confirms that the General Partner and the Partnership are currently in compliance with all of its obligations under this Agreement.
By Any Party. This Agreement may be terminated at any time prior to the Closing by either Seller or either of the Purchasers, if (i) a Governmental Approval required to be obtained as set forth on Part VII of Appendix B shall have been denied and all appeals of such denial have been taken and have been unsuccessful, (ii) one or more courts of competent jurisdiction in the United States, any state, or any other applicable jurisdiction has issued an order permanently restraining, enjoining, or otherwise prohibiting the Closing, and such order has become final and non-appealable, or (iii) the Closing has not occurred by the Outside Closing Date, but if such failure to close by the Outside Closing Date is due to any breach of this Agreement by any party, such party shall not have any right to terminate this Agreement pursuant to this clause (iii).
By Any Party. Sellers, the Trustee, or Purchaser may terminate this Agreement by giving written notice to the other Parties if (1) any court of competent jurisdiction or any other Governmental Authority in a suit instituted by a third party or a Governmental Authority shall have issued an Order or shall have taken any other action prior to the Closing permanently enjoining, restraining, or otherwise prohibiting the Contemplated Transactions or a material portion thereof, or (2) the Bankruptcy Court enters an Order that materially alters, contravenes or violates this Agreement or denies approval of this Agreement or the Contemplated Transactions. Hunter Drilling APA
By Any Party. Any party hereto shall have the right to ------------ terminate this Agreement (i) in the event that there shall be any actual or threatened litigation challenging the validity or legality of this Agreement or the consummation thereof or seeking to restrain or invalidate any of the transactions contemplated hereunder which would, in the judgment of such party acting reasonably based upon the advice of counsel, involve material expense or lapse of time which would be materially adverse to the interests of such party; or (ii) the conditions to Closing in favor of such party are not satisfied.
By Any Party. This Agreement shall not be assignable by CELGENE, CMCC, ENTREMED or BIOVENTURE without the prior written consent of the other parties to this Agreement, except that (a) CELGENE, CMCC, ENTREMED and/or BIOVENTURE may assign this Agreement to an AFFILIATE, successor in interest or transferee of all or substantially all of the portion of the business to which this Agreement relates without the consent of any other party; and (b) CMCC may assign its right, title and interest to certain payments due to CMCC pursuant to Section 4 of this Agreement to the CMCC ROYALTY PURCHASER(S) provided that such CMCC ROYALTY PURCHASER first agrees in writing to be bound by the terms and conditions of Section 5 hereof as they apply to CMCC. Notwithstanding the foregoing, nothing contained herein shall prevent CMCC, the CMCC ROYALTY PURCHASER or BIOVENTURE from assigning, pledging or otherwise encumbering any of their respective rights to receive payments hereunder (but not any other rights or any obligations hereunder) in connection with any financing of CMCC, the CMCC ROYALTY PURCHASERS or BIOVENTURE, as applicable, by a financial institution regularly engaged in the business of providing financing. In the event that CMCC assigns such rights to the CMCC ROYALTY PURCHASER(s), CMCC shall be solely responsible for delivery to and distribution among any CMCC ROYALTY PURCHASERS of any payments so assigned. CELGENE shall not have any liability with respect to any aspect of the delivery to or distribution among any CMCC ROYALTY PURCHASER(S) of any payments due to CMCC hereunder, and delivery to CMCC, in accordance with the terms and conditions of this Agreement, of any payments due hereunder by CELGENE to CMCC shall satisfy in full any obligations CELGENE may have to CMCC and/or the CMCC ROYALTY PURCHASERS with respect thereto. Each CMCC ROYALTY PURCHASER shall be able to exercise certain of the rights of CMCC under Section 4 of this Agreement to the extent provided in the agreement between CMCC and such CMCC ROYALTY PURCHASER, and shall be considered an assignee of such rights of CMCC for such purposes, provided that, cumulatively, CMCC and any CMCC ROYALTY PURCHASERS may conduct no more than one (1) inspection pursuant to Section 4.7 hereof in any consecutive twelve (12) month period. Any attempted assignment in violation of this Section 13.1 shall be null, void and of no effect.
By Any Party i) to the extent necessary in any arbitration proceedings or proceedings before a Sole Expert or in proceedings before any court;
By Any Party. If any Party has delivered a Default Notice to the other Parties pursuant to Section 10 of this Agreement and the default described in such notice has not been cured within thirty (30) days after delivery of such notice, then the Party giving such notice may terminate this Agreement.