Additional Consequences of Termination. Upon the expiration or termination (including cancellation) of the PO or the Agreement for any reason each party will immediately stop using, and destroy or return to the other party, all items that contain any Confidential Information belonging to the other party, except Buyer may retain one copy of any Confidential Information necessary for the purpose of supporting the Equipment. Upon termination of the PO or the Agreement, Supplier will: (a) promptly terminate all work under the Agreement; (b) upon instruction from Buyer, transfer title and deliver to Buyer the Equipment free and clear of liens, claims and encumbrances; (c) verify and settle any claims by subcontractors for actual costs incurred directly as a result of the termination and ensure the recovery of materials in subcontractors’ possession; (d) take actions reasonably necessary to protect property in Supplier’s possession in which Xxxxx has an interest until disposal instruction from Buyer has been received; and (e) upon Buyer’s request, cooperate with Buyer in transferring the production of Equipment to a different supplier. Notwithstanding any other provision, Buyer will have no obligation for and will not be required to pay Supplier, directly or on account of claims by Supplier’s subcontractors, for loss of anticipated profit, unabsorbed overhead, interest on claims, product development and engineering costs, tooling, facilities and equipment rearrangement costs or rental, unamortized capital or depreciation costs, finished goods, work-in-process or raw materials that Supplier fabricates or procures, or general administrative burden charges from termination of the PO or the Agreement, except as otherwise expressly agreed in writing by Xxxxx. Supplier will furnish to Buyer, within one month after the date of termination, its termination claim, which will consist exclusively of the items of Buyer’s obligation to Supplier that are expressly permitted by this Section and GTCs. Buyer may audit Supplier’s records before or after payment to verify amounts requested in Supplier’s termination claim. Buyer will have no obligation for payment to Supplier under this Section if Buyer terminates the PO or the Agreement or any portion thereof because of a default or breach by Supplier.
Additional Consequences of Termination. Upon termination of this Agreement in its entirety by Company pursuant to Section 14.2 (Material Breach) or by Licensee pursuant to Section 14.3(a) (Convenience), or in the case of Sections 14.5(b), 14.5(c), 14.5(f), 14.5(g), 14.5(j), 14.5(k) and 14.5(l) upon any termination of this Agreement, the following terms and conditions will apply:
Additional Consequences of Termination. In addition to the foregoing, promptly upon the termination of this Agreement in its entirety or with respect to one or more countries by AstraZeneca pursuant to Section 17.3, 17.4, 17.5, or 18.4 or by Neoprobe pursuant to Section 17.2: Page 52 of 63 9 December 2011 AZ./.Neoprobe Confidential Treatment – Asterisked material has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
(a) Neoprobe shall, and shall cause its Affiliates and Sublicensees to, disclose to AstraZeneca any and all Information, including a copy of any documentation in tangible form, that is owned or otherwise Controlled by Neoprobe, its Affiliates or Sublicensees at the time of termination of the Agreement that has been generated by or on behalf of Neoprobe, its Affiliates or Sublicensees with respect to Compounds or Licensed Products and is necessary or reasonably useful to enable AstraZeneca to continue development of a Licensed Product and the commercialisation thereof in the Territory or such country or countries, as applicable, (collectively, the “Neoprobe Product Data”), and AstraZeneca and its Affiliates and sublicensees shall have the right to use such Neoprobe Product Data at its discretion on an exclusive basis to Exploit Compounds and Licensed Products in the Territory or such country or countries, as applicable, provided that any such Neoprobe Product Data shall be subject to the confidentiality obligations set forth in Article 10.
(b) Neoprobe shall assign, and shall cause its Affiliates and Sublicensees to assign, to AstraZeneca all of their right, title and interest in and to all Regulatory Documentation, including, for the avoidance of doubt, such Regulatory Documentation created by Neoprobe as allowed for under Section 8.3, with respect to the Compounds and Licensed Products in the Territory or such country or countries, as applicable, including any Health Registration Approvals and applications therefor and shall during a period of six (6) months following the effective date of termination provide any necessary assistance to AstraZeneca during its filing or review, if applicable, of applications submitted by Neoprobe or its Affiliates for Health Registration Approvals and for AstraZeneca’s further maintenance of such Health Registration Approvals. In the event this Agreement is terminated only with respect to one or more countries, Neoprobe shall have the right to reference such Regulatory Docu...
Additional Consequences of Termination. 1. In the event of a termination of Executive's employment with IAC by IAC without Cause or a termination of Executive's employment with IAC by Executive for Good Reason:
(a) All IAC equity awards outstanding as of the Effective Date that remain outstanding at the time of such termination of employment immediately shall vest (with all IAC Options remaining exercisable for the longer of (i) 18 months following such termination of employment and (ii) four years from the Effective Date, but (with respect to each of clauses (i) and (ii)) in no event longer than ten years from the date of grant) and with respect to IAC equity awards other than stock options, settle; provided, however, that the vesting/settlement contemplated by this paragraph (a) shall be subject to, and occur as promptly as practicable following, IAC's receipt from Executive of an executed Release (as defined in the Employment Agreement) and the expiration of all revocation periods required by applicable law (and in any event within the short term deferral period under Section 409A of the Code) in accordance with the terms of the Employment Agreement. Notwithstanding anything to the contrary contained in this paragraph (a), subject to Executive's execution and non-revocation of the Release (as defined in the Employment Agreement) in accordance with the terms of the Employment Agreement, to the extent that any IAC equity awards covered by the immediately preceding sentence constitute "non-qualified deferred compensation" within the meaning of Section 409A of the Code, such awards shall vest, but only settle in accordance with their terms in effect as of immediately prior to the Effective Date (it being understood that it is intended that IAC equity awards covered by the immediately preceding sentence do not constitute "non-qualified deferred compensation" within the meaning of Section 409A of the Code).
(b) Subject to Executive's execution and non-revocation of the Release (as defined in the Employment Agreement) in accordance with the terms of the Employment Agreement, Executive shall receive (in lieu of the salary continuation provided for in the Employment Agreement) salary continuation until the later of 12 months following the termination of employment and 24 months from the Effective Date (such applicable period, the "Severance Period"). Executive's salary continuation shall be paid in equal biweekly installments (or, if different, in accordance with IAC's payroll practice as in effect fr...
Additional Consequences of Termination. In addition to the consequences set forth in the Agreement, immediately upon termination of this Agreement or a particular Service Order(s) Subscriber shall destroy any and all copies of the Collector Software in its possession or control and the parties’ rights and obligations under Sections 3 and 4 of this Addendum shall survive.
Additional Consequences of Termination. (i) In addition to the consequences set forth in Section 13.6(a), upon termination by Novavax pursuant to Section 13.3 or Section 13.5, Takeda shall grant to Novavax a non-exclusive, non-transferable, fully-paid, perpetual license or sublicense, as applicable, with the right to grant sublicenses (through multiple tiers) under the Takeda Technology and Takeda’s right in the Joint Technology solely for the purposes of Exploiting the Vaccine anywhere in the world.
(ii) In addition to the consequences set forth in Section 13.6(a), upon termination by Takeda pursuant to Section 13.2 or by Novavax pursuant to Section 13.3, (1) the 94065460_6 Parties shall discuss and negotiate in good faith a commercially reasonable supply agreement for Takeda to Manufacture and supply to Novavax the Vaccine for distribution in the Takeda Territory and (2) in lieu of Section 13.6(a)(iv), Takeda shall, at Novavax’ sole discretion, sell and transfer its inventory of Vaccine existing as of the termination date to Novavax at a price equal to [***] (as defined in Exhibit B) for such inventory.
Additional Consequences of Termination. Upon any termination of this Agreement, with respect to one or more regions or countries in the Territory:
Additional Consequences of Termination. Upon any termination pursuant to this Article 20, Contractor shall have no further liability for payment of unaccrued liquidated damages for failure to meet Schedule pursuant to Article 22, nor liquidated damages for failure to meet the Performance Guarantees pursuant to Article 22. Owner may at its option elect to (a) take possession of the Work performed to date, materials or equipment remaining at the Site, and (b) succeed to the interests of Contractor in any or all subcontracts entered into by Contractor with respect to the Project, and shall be required to compensate such Subcontractors only for compensation becoming due and payable to such parties under the terms of their Subcontracts with Contractor from and after the date Owner elects to succeed to the interests of Contractor in such Subcontracts.
Additional Consequences of Termination. Following termination of this Agreement whether with or without cause, the following consequences shall follow:
(a) Each party shall return to the respective other parties on the last day of termination of this Agreement or at the request of such other party destroy, all forms and documents, including the electronic form thereof, held by it bearing the name of such other party, or any of the trademarks, or any other materials of or in relation to such other party, including but not limited to Confidential Information, as such other party may reasonably require at the expense of such other party.
(b) The Sales Agent shall be entitled to receive [ * ].
(c) Any termination of this Agreement shall not affect the rights or liabilities of the parties hereto accrued. *Omitted and filed separately with the Commission pursuant to an application for confidential treatment
(d) Clauses 8 to 11 and 14 to 15 shall survive any termination or expiration of this Agreement.
Additional Consequences of Termination. 17.8.1 On or before the effective date of termination of this Agreement, Enzon shall promptly deliver to Inex a copy of all Data and such other information, materials (including biological materials) and documents in Enzon's possession or control arising from the development of the Product under this Agreement, including, without limitation, the Development, provided that Inex shall be responsible for any reasonable associated Out-of-Pocket Costs associated with transferring same;
17.8.2 In the event that termination occurs before the payment of all Manufacturing Costs referred to in Article 2, then, concurrently with such termination, Enzon shall pay to Inex such payment on the effective date of such termination.
