Certain Effects of Termination. If this Agreement is terminated as provided in Section 6.01, except as set forth in Section 7.03, this Agreement shall become null and void and have no further force or effect, but the parties shall not be released from any liability arising from or in connection with any breach hereof occurring prior to such termination.
Certain Effects of Termination. If the Purchaser or the Seller terminates this Agreement pursuant to Section 7.1, the Purchaser will comply with the Confidentiality Agreement regarding the return and/or destruction of any information furnished to the Purchaser in connection with this Agreement.
Certain Effects of Termination. In the event that this Agreement is terminated pursuant to Section 7.01:
(a) except as set forth in Section 7.02(b), this Agreement shall become null and void and have no further force or effect, but the parties shall not be released from any liability arising from or in connection with any breach hereof occurring prior to such termination;
(b) regardless of any purported termination of this Agreement, the provisions of Article VI and all indemnification rights and obligations of the Partnership and the Purchasers thereunder, this Section 7.02 and the provisions of Article VIII shall remain operative and in full force and effect as between the Partnership and the Purchasers, unless the Partnership and the Purchasers possessing the right to acquire not less than majority of the Purchased Units execute a writing that expressly (with specific references to the applicable Articles, Sections or subsections of this Agreement) terminates such rights and obligations as between the Partnership and the Purchasers; and
(c) each of the Confidentiality Agreements shall remain in effect in accordance with Section 8.06(a).
Certain Effects of Termination. In the event of the termination of this Agreement by either Buyer or Seller as provided in Section 11.1 hereof, each party, if so requested by the other party, will: (i) return promptly every document (other than documents publicly available and other than one copy thereof to be retained by counsel for such party) furnished to it by the other party (or any subsidiary, division, associate or affiliate of such other party) in connection with the transactions contemplated hereby, whether so obtained before or after the execution of this Agreement, and any copies thereof which may have been made, and will cause its representatives and any representatives of financial institutions and investors and others to whom such documents were furnished promptly to return such documents and any copies thereof any of them may have made; or (ii) destroy such documents and cause its representatives and such other representatives to destroy such documents, and such party shall deliver a certificate executed by its president or vice president stating to such effect.
Certain Effects of Termination. If the Purchaser or the Seller terminates this Agreement pursuant to this Article 7, each party shall comply with the Nondisclosure Agreement, including the provisions regarding the return and/or destruction of any documents furnished to the other parties in connection with this Agreement.
Certain Effects of Termination. In the event of the termination of this Agreement by either Seller or Buyer as provided in Section 9.1, each party, if so requested by the other party, will promptly return every document furnished to it by the other party (or its subsidiary, division, associate or affiliate) in connection with the transaction contemplated hereby, whether so obtained before or after the execution of this Agreement, and any copies thereof (except for copies of documents publicly available) which may have been made, and will use reasonable efforts to cause its representatives and any representatives of financial institutions and others to whom such documents were furnished to promptly return such documents and any copies thereof. This Section 9.2 shall survive any termination of this Agreement.
Certain Effects of Termination. Upon termination or expiration of this Agreement:
(a) ADM shall stop all work using the Transferred Material, the Material or the Modified Material (each as defined in the Phase 1 Agreement), or any Solazyme Background Technology, New Technology or Operational Technology.
(b) Each Party shall promptly return to the disclosing Party (or destroy and provide the disclosing Party with a certificate of destruction) all relevant records and materials in its possession or control containing or comprising the disclosing Party’s Confidential Information and to which the Party does not retain rights hereunder; provided, however, that each Party shall be entitled to retain copies of the other Party’s Confidential Information to the extent necessary to comply with applicable regulatory obligations and shall be entitled to retain one copy of the other Party’s Confidential Information for archival purposes, and the obligations of Article 14 shall continue beyond termination with respect to any such retained Confidential Information.
(c) The Collaboration Agreements shall terminate as specified in such agreements.
(d) ADM shall refund pro rata to Solazyme any annual payments made pursuant to Section 3.6 for time periods after the effective date of the termination. * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(e) Any and all claims and payment obligations that accrued prior to the date of such termination shall survive such termination or expiration.
(f) For terminations initiated by Solazyme, or terminations by ADM provided for in Article 13, the Parties will in good faith negotiate appropriate arrangements in order to fulfill supply obligations of Solazyme relating to products being produced at the Triglyceride Oil Facility. Such transitional arrangements shall include, if requested by Solazyme, * of continued manufacturing at the Triglyceride Oil Facility with fees and costs payable as per the terms of this Agreement on a pro-rated basis for the year in which a termination occurs. Notwithstanding anything to the contrary, ADM shall not be obligated to assist Solazyme in fulfilling supply obligations unless all amounts due ADM are paid in full.
Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 7.1, neither party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the Purchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties, in each case, except (i) as set forth in the preceding sentence and (ii) that the provisions of Section 6.2 to 6.4 (Counterparts, Governing Law, Entire Agreement) and Section 6.6 through Section 6.14 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance, Public Announcement, Non-Recourse) shall survive the termination of this Agreement. The parties have caused this Agreement to be executed as of the date first written above. COMPANY FINANCE OF AMERICA COMPANIES INC. By: /s/ Gxxxxx Xxxxxxx Name: Gxxxxx Xxxxxxx Title: President & Interim Chief Executive Officer LXXXXX FAMILY HOLDINGS LLC By: /s/ Bxxxx X. Xxxxxx Name: Bxxxx X. Xxxxxx Title: Manager
1. The following capitalized terms have the meanings indicated:
Certain Effects of Termination. If the employment of the Employee is terminated for Good Cause under Section 8(b)(ii) of this Agreement, or if the Employee voluntarily terminates Employee’s employment by written notice to the Employer under Section 8(a) of this Agreement, the Employer shall pay to the Employee any compensation earned but not paid to the Employee prior to the effective date of such termination. Under such circumstances, such payment shall be in full and complete discharge of any and all liabilities or obligations of the Employer to the Employee hereunder, and the Employee shall be entitled to no further benefits under this Agreement.
Certain Effects of Termination. (a) In the event of a Specified Termination, then AbbVie shall pay to Allergan $1,250,000,000 (the “Reverse Termination Payment”) in cleared, immediately available funds within three (3) Business Days thereafter; provided, that Allergan shall not be entitled to receive the Reverse Termination Payment if Allergan’s breach of this Agreement shall have been the primary cause of such Specified Termination.
