ADDITIONAL MATTERS WITH RESPECT TO TERMINATION Sample Clauses

ADDITIONAL MATTERS WITH RESPECT TO TERMINATION. If this Agreement is terminated pursuant to this Section 10, all obligations of the parties under this Agreement will terminate, except that the obligations in this Section 10 and in Sections 4.6, 5.3, 9.4, 12, 13.1, 13.6, 13.7 and 13.9 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by another party, the terminating party's right to pursue all legal remedies will survive such termination unimpaired, provided however that under no circumstances shall Hardinge be responsible for any Minimum Royalty or damages based thereon (except for any Minimum Royalty payable at the time of such termination for Net Sales occurring prior to such termination) regardless of the reason for such termination. All obligations of BML and Hardinge pursuant to Sections 10.5.2 and 10.5.3 above shall be performed within thirty (30) business days following the effective date of termination unless such obligations by its terms requires a longer period of performance. Notwithstanding anything in this Agreement to the contrary, upon termination for any reason the licenses granted to Hardinge under this Agreement shall expire, Hardinge will immediately cease and desist from any use of any of the Intellectual Property Rights and the Technical Information, and shall return to BPT within thirty (30) days from the effective date of termination all Intellectual Property Rights and Technical Information in Hardinge's possession or control.
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ADDITIONAL MATTERS WITH RESPECT TO TERMINATION. If this Agreement is terminated pursuant to this Section 7, all obligations of the parties under this Agreement will terminate, except that the obligations in this Section 7 and in Sections 3.4, 4.3, 6.3, 9, 10.1, 10.6, 10.7 and 10.9 will survive (except in the case of a termination pursuant to Section 7.6.3, wherein only the obligations in Sections 9, 10.1, 10.6, 10.7 and 10.9 will survive); provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by another party, the terminating party's right to pursue all legal remedies will survive such termination unimpaired, provided however that under no circumstances shall Hardinge be responsible for any Minimum Royalty or damages based thereon (except for any Minimum Royalty payable at the time of such termination for Net Sales occurring prior to such termination) regardless of the reason for such termination. Upon termination of this Agreement by Hardinge pursuant to section 7.3 or by BPT pursuant to section 7.3(b), the license granted to Hardinge in sections 3.1, 3.2 and 3.3 shall continue until the earlier of (a) the 120th day following the date of termination of this Agreement and (b) the date upon which Hardinge sells all of the inventory of Products and Spares in its possession on the date of termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, upon the expiry of the licenses contained in sections 3.1, 3.2 and 3.3 (whether on termination or, pursuant to the foregoing sentence on the 120th day following termination) Hardinge will immediately cease and desist from any use of any of the Technical Information, and shall return to BPT within thirty (30) days from the expiry of such licences all Technical Information in Hardinge's possession or control.

Related to ADDITIONAL MATTERS WITH RESPECT TO TERMINATION

  • Prior Notice to Owners with Respect to Certain Matters Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction:

  • Prior Notice to Holders with Respect to Certain Matters With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative direction:

  • Action by Owners with Respect to Certain Matters The Owner Trustee shall not have the power, except upon the direction of the Owners, to (a) remove the Administrator under the Administration Agreement pursuant to Section 8 thereof, (b) appoint a successor Administrator pursuant to Section 8 of the Administration Agreement, (c) remove the Servicer under the Sale and Servicing Agreement pursuant to Section 8.01 thereof or (d) except as expressly provided in the Basic Documents, sell the Receivables after the termination of the Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Owners.

  • Other Agreements with Respect to Indemnification and Contribution The provisions of this Section 10 hereof shall not affect any agreements among the Fund and the Manager with respect to indemnification of each other or contribution between themselves.

  • Prior Notice with Respect to Certain Matters With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction:

  • Duties with Respect to the Indenture The Servicer shall perform all its duties and the duties of the Issuer under the Indenture. In addition, the Servicer shall consult with the Owner Trustee as the Servicer deems appropriate regarding the duties of the Issuer under the Indenture. The Servicer shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s duties under the Indenture. The Servicer shall prepare for execution by the Issuer or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. In furtherance of the foregoing, the Servicer shall take all necessary action that is the duty of the Issuer to take pursuant to the Indenture, including, without limitation, pursuant to Sections 2.7, 3.5, 3.6, 3.7, 3.9, 3.10, 3.17, 5.1, 5.4, 6.9, 7.3, 8.2, 9.2, 9.3, 11.1 and 11.15 of the Indenture.

  • Other Agreements with Respect to Indemnification The provisions of this Section shall not affect any agreement among the Company and the Selling Shareholders with respect to indemnification.

  • Amendments, Etc. With Respect to the Obligations Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Obligations made by the Purchasers may be rescinded by the Purchasers and any of the Obligations continued, and the Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Purchasers, and the Purchase Agreement and the other Transaction Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Purchasers may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Purchasers for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Purchasers shall have no obligation to protect, secure, perfect or insure any Lien at any time held by them as security for the Obligations or for the guarantee contained in this Section 2 or any property subject thereto.

  • Agreement with Respect to Safe Deposit Business The Assuming Institution assumes and agrees to discharge, from and after Bank Closing, in the usual course of conducting a banking business, the duties and obligations of the Failed Bank with respect to all Safe Deposit Boxes, if any, of the Failed Bank and to maintain all of the necessary facilities for the use of such boxes by the renters thereof during the period for which such boxes have been rented and the rent therefore paid to the Failed Bank, subject to the provisions of the rental agreements between the Failed Bank and the respective renters of such boxes; provided, that the Assuming Institution may relocate the Safe Deposit Boxes of the Failed Bank to any office of the Assuming Institution located in the trade area of the Failed Bank. The Safe Deposit Boxes shall be located and maintained in the trade area of the Failed Bank for a minimum of one year from Bank Closing. The trade area shall be determined by the Receiver. Fees related to the safe deposit business earned prior to the Bank Closing Date shall be for the benefit of the Receiver and fees earned after the Bank Closing Date shall be for the benefit of the Assuming Institution.

  • Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement or under any Servicing Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

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