Conduct Upon Termination. Upon termination or expiration of this Business Associate Agreement, Business Associate shall, at Covered Entity’s written direction, either destroy or return to Covered Entity all PHI in Business Associate’s possession and/or in the possession of any subcontractor of Business Associate, and shall not retain any copies of such PHI; provided, however, that Business Associate and/or Business Associate’s subcontractor may retain PHI as and to the extent necessary, and only for so long as necessary, for Business Associate or that subcontractor to continue its proper management and administration or to carry out its legal responsibilities. In the event that return or destruction of PHI is not feasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction of the PHI not feasible, and Business Associate shall extend the protections of this Business Associate Agreement, including without limitation Section 2(e) (Safeguards), to such PHI that is not returned or destroyed, and limit further uses and disclosures of such PHI to those purposes that make the return or destruction not feasible, for as long as Business Associate or any subcontractor of Business Associate maintains such PHI. If PHI is to be destroyed pursuant to this Section 4(d), Business Associate shall certify in writing to Covered Entity that such PHI has been destroyed [Reference: 45 C.F.R. § 164.504(e)(2)(ii)(J)].
Conduct Upon Termination. A. Upon termination of this Agreement, Dealer shall offer to sell to Regal, at Dealer's purchase price (not including transportation or financing costs), Dealer's entire stock of current, originally packaged and new condition Product, and if such termination is of a Dealer location or locations the offer shall be applicable to Product maintained at such location or locations. Regal shall have the option, but no obligation, to accept such offer, which acceptance shall be communicated to Dealer by Regal in writing within thirty (30) days after Dealer notifies Regal of the Product and applicable purchase price of such Product which is subject to such purchase option. Dealer will make Product available to Regal immediately upon acceptance of offer. Regal will pay Dealer all net amounts due within thirty (30) days of receipt of Product, and proof that Product is being transferred to Regal with good and marketable title, free of all liens and encumbrances. Both parties agree to 7
Conduct Upon Termination. Upon termination or expiration of this BAA, Business Associate and Covered Entity acknowledge that return or destruction of PHI is not feasible. Accordingly, Business Associate shall extend the protections of this BAA, including Section 2(e) (Safeguards), to any that PHI for so long as it is not destroyed, and limit further uses and disclosures of that PHI to those purposes that make the return or destruction not feasible, for as long as Business Associate or any subcontractor of Business Associate maintains that PHI. Upon the expiration of this period of infeasibility, if any, Business Associate shall destroy all PHI that it has retained. If PHI is to be destroyed pursuant to this Section 4(c) (Conduct Upon Termination) or pursuant to the Participation Agreement, Business Associate shall certify in writing to Covered Entity that that PHI has been destroyed.
Conduct Upon Termination i. In the event of termination of this Agreement in accordance with the provisions hereof or by operation of law, the following shall apply:
a. Each Party shall return or destroy (at the disclosing party’s option) all proprietary information, Documentation, materials and other Confidential Information disclosed to it by the other Party within thirty (30) days after the termination of this Agreement; and
b. All rights granted to Agreement either Party hereunder shall automatically and immediately terminate;
ii. Termination of this Agreement shall not affect the accrued rights and claims of any Party prior to termination of this Agreement.
Conduct Upon Termination. Upon and after termination of this Agreement, all rights granted to LICENSEE under this Agreement shall immediately revert to LICENSOR, who shall remain free to license others to use the Trademarks in connection with the manufacture, sale and distribution of the Products without restriction. LICENSEE shall immediately discontinue the manufacture, use and sale of all Products bearing the Trademarks. LICENSEE will also refrain from further use of the Trademarks or any further reference to the Trademarks, direct or indirect, or anything deemed by LICENSOR to be similar to Trademarks in connection with the manufacture, sale, promotion or distribution of LICENSEE’S products. Any inventory bearing the Trademarks may only be sold with LICENSOR’S prior express written permission, and only for a period of three months after termination.
Conduct Upon Termination. Except as provided below, upon termination of this Agreement pursuant to Section 3(b), 3(c) or 3(d), the Company shall (i) immediately discontinue all use of the Property and any term or designation similar thereto, subject to a six-month sell-off period for the Company with respect to its then-current inventory, (ii) delete the same from its corporate or business name, (iii) cooperate with Licensor or her appointed agent, at the Company’s expense, in applying to the appropriate authorities to cancel the registration of this Agreement from all government records, and (iv) destroy all printed Licensed Products that are in the Company’s possession or control and that use the Property or a Derived Xxxx as a trademark. Upon written request of Licensor, the Company shall certify in writing to Licensor that the Company has complied with this Section 3(e).
Conduct Upon Termination. Upon termination of this Agreement for any reason, University Subscriber shall promptly notify all Designated Users that The AMICO LibraryTM subscription has been terminated and shall promptly remove all AMICO Works and AMICO Library materials from university networks and computers. University subscriber shall promptly erase or destroy all institutionally created and/or managed copies of AMICO materials fixed in any physical medium, including prints, slides, and compact disks and provide certification to AMICO of their destruction.
Conduct Upon Termination. Upon termination or expiration of this Business Associate Contract, or upon termination or expiration of Redwood MedNet’s applicable contract with a Covered Entity, Business Associate shall, at Redwood MedNet’s written direction, either destroy or return to Redwood MedNet or the appropriate Covered Entity all PHI in Business Associate’s possession and/or in the possession of any subcontractor of Business Associate, and shall not retain any copies of such PHI; provided, however, that Business Associate and/or its subcontractor may retain PHI as and to the extent necessary, and only for so long as necessary, for Business Associate or that subcontractor to continue its proper management and administration or to carry out its legal responsibilities. In the event that return or destruction of PHI is not feasible, Business Associate shall provide to Redwood MedNet notification of the conditions that make return or destruction of the PHI not feasible, and Business Associate shall extend the protections of this Business Associate Contract, including without limitation Section 2(e) (Safeguards), to such PHI that is not returned or destroyed, and limit further uses and disclosures of such PHI to those purposes that make the return or destruction not feasible, for as long as Business Associate or any subcontractor of Business Associate maintains such PHI. If PHI is to be destroyed pursuant to this Section 4(c), Business Associate shall certify in writing to Redwood MedNet that such PHI has been destroyed [Reference: 45 C.F.R. § 164.504(e)(2)(ii)(J)].
Conduct Upon Termination. Except as provided below, upon termination of this Agreement, Company shall immediately discontinue all use of the Property and any term or designation similar thereto, subject, in the case of a Paragraph 3(a) termination, to a six-month sell-off period for Company with respect to its Licensed Products. Upon written request of Licensor, Company shall certify in writing to Licensor that Company has complied with this Paragraph 3(d).
Conduct Upon Termination. Upon any expiration or termination of this Contract, Contractor Group shall immediately discontinue performance of this Contract and:
3.3.1 preserve and protect the Services and Documentation in progress and the completed Services and Documentation, whether located at the Worksite or offsite, and deliver the possession and title to all of the foregoing to Company or another party, in accordance with Company’s instructions;
3.3.2 return to Company any Company Equipment, materials, Confidential Information and other property (including keys and access cards which are the property of Company Group); remove any Contractor Equipment, people and other property from the Worksite, camps and any storage areas, including all refuse and waste materials resulting from performance of this Contract and all Contractor Group’s temporary structures, facilities; leave the Worksite, camps and storage areas in a safe and clean condition; and remedy any environmental damage caused by Contractor Group to the satisfaction of Company and in accordance with Applicable Laws;
3.3.3 cooperate with any incoming contractor in order to provide for effective knowledge transfer and a seamless transition; and
3.3.4 Contractor Group shall make no Claim against any Company Related Party for compensation or Losses incurred by reason of or in connection with Company’s Contract termination except as expressly provided for herein.
