Consequence of Termination. 27.1 Termination of this Agreement, or termination of the ICB’s exercise of any of the Delegated Functions, will not affect any rights or liabilities of the Parties that have accrued before the date of that termination or which later accrue.
27.2 Subject to clause 27.4, on or pending termination of this Agreement or termination of the ICB’s exercise of any of the Delegated Functions, NHS England, the ICB and if appropriate any successor delegate will:
27.2.1 agree a plan for the transition of the Delegated Functions from the ICB to the successor delegate, including details of the transition, the Parties’ responsibilities in relation to the transition, the Parties’ arrangements in respect of those staff engaged in the Delegated Functions and the date on which the successor delegate will take responsibility for the Delegated Functions;
27.2.2 implement and comply with their respective obligations under the plan for transition agreed in accordance with clause 27.2.1 above; and
27.2.3 act with a view to minimising any inconvenience or disruption to the commissioning of healthcare in the Area.
27.3 For a reasonable period before and after termination of this Agreement or termination of the ICB’s exercise of any of the Delegated Functions, the ICB must:
27.3.1 co-operate with NHS England and any successor delegate in order to ensure continuity and a smooth transfer of the Delegated Functions; and
27.3.2 at the reasonable request of NHS England:
(a) promptly provide all reasonable assistance and information to the extent necessary to effect an orderly assumption of the Delegated Functions by a successor delegate;
(b) deliver to NHS England all materials and documents used by the ICB in the exercise of any of the Delegated Functions; and
27.3.3 use all reasonable efforts to obtain the consent of third parties to the assignment, novation or termination of existing contracts between the ICB and any third party which relate to or are associated with the Delegated Functions.
27.4 Where any or all of the Delegated Functions or Reserved Functions are to be directly conferred on the ICB, the Parties will co-operate with a view to ensuring continuity and a smooth transfer to the ICB.
Consequence of Termination. The full balance due under the Agreement together with any penalty, interest and all other charges and expenses owing to Mogo Auto shall become immediately due and payable to Mogo Auto and without giving notice to the Borrower or affecting any of Mogo Auto’s rights under the Agreement.
Consequence of Termination. On expiry or termination of this Agreement, PARTNER:
Consequence of Termination. 4.1 Directions regarding location of Specified Equipment etc
Consequence of Termination. Irrespective of the reason for Termination, the Concessionaire shall transfer all movable and immovable assets to the Authority upon the Transfer Date.
Consequence of Termination. 16.1. Termination of this Agreement, however caused, shall not:
16.1.1. release either Party from any duty or obligation of confidence which falls on it, its servants, agents, employees or former employees under this Agreement or under the general law governing confidential information;
16.1.2. prejudice or affect any rights, action or remedy which shall have accrued before termination or shall accrue thereafter to any Party.
Consequence of Termination. Upon termination of this document:
(1) all future rights and obligations of the parties are discharged; and
(2) all pre-existing rights and obligations of the parties continue to subsist.
Consequence of Termination. 12.5.1. In the event BMS terminates this Agreement or a Collaboration Target under Section 12.2 at will or FivePrime terminates this Agreement under Section 12.3 for BMS’s uncured material breach (in the event the termination is only effective for a particular Collaboration Target, then the following shall apply solely with respect to such Protein, as the case may be):
(a) Within *** days after the termination effective date, BMS shall pay all amounts payable to FivePrime hereunder that have accrued but have not been paid as of the effective date of termination with respect to each Terminated Target and Products with respect to such Terminated Target, as applicable, and with respect to Quarterly Research Payments pursuant to Section 8.2, pro rated as of the effective date of termination.
(b) If this Agreement is terminated with respect to a Collaboration Target but not as a whole, then such Collaboration Target shall cease to be a Collaboration Target and shall thereafter be deemed a Terminated Target under this Agreement. In such event, BMS’s licenses under Section 6.1 with respect to such Terminated Target shall become non-exclusive without the right to grant sublicenses (except to bona fide third party collaborators or contract service providers with respect to the development or commercialization of one or more specific compounds or products), except that such licenses shall not apply with respect to Compounds or products that are in-licensed or acquired by BMS subsequent to the date of such termination. Without limiting the foregoing, FivePrime shall have the right to, in its sole discretion (but subject to obtaining a license from BMS as described in clauses 12.5(e), to the extent applicable) and further subject to clause12.5(g), to unilaterally research, develop and commercialize compounds and products with respect to such Terminated Target, either by itself or with any Third Party.
(c) If this Agreement is terminated in its entirety, then all then-existent Confirmed Hits and Collaboration Targets shall cease to be Confirmed Hits or Collaboration Targets, respectively, and shall thereafter be deemed Non-Selected Targets and Terminated Targets, respectively, under this Agreement. BMS shall have no further rights to any Licensed IP with respect such Non-Selected Targets or Terminated Targets. Without limiting the foregoing, FivePrime shall have the right to, in its sole discretion, but subject to obtaining a license from BMS as described in clauses 12...
Consequence of Termination. Upon termination or expiry of this Agreement: -
17.1 the Partner shall immediately cease to be and to refer to itself as a member of the Partnership Program and shall remove from all signage and documentation, including its corporate stationery, any references to BEE123 and the Partnership Program;
17.2 the Partner shall cease to promote, market or advertise the Products and the Portal, or to make any use of the Trade Marks, and shall return all advertising and promotional matter, stationery, printed material or the like featuring any Trademark or description of any sort which it obtained from, or was authorised to use by BEE123, if any;
17.3 immediately remove any hyperlinks and/or references to the Portal, BEE123 or the Products on any of its web sites, stationery or marketing material;
17.4 the Partner shall have no claim against BEE123 for compensation for loss of distribution rights, loss of goodwill or any similar loss;
17.5 all unfulfilled orders will be furnished in writing to BEE123, who will be entitled, but not obliged, to fulfil such orders and BEE123 will not be required to pay any Rebates to the Partner in respect thereof, or in respect of any renewals pursuant to fulfilled orders;
17.6 the Partner shall have no claim against BEE123 in respect of any benefits that may or would have accrued to it following the date of such termination;
17.7 the Partner will forthwith deliver to BEE123 any software and materials that are the property of BEE123 and BEE123 may enter any premises and recover possession of and remove such software and materials;
17.8 the Partner shall not remove or interfere with any matter of BEE123, which is at the premises of a BEE123 Customer and shall by no act or omission do anything which could prejudice BEE123’s name, image, business prospects or interest in any way with any BEE123 Customer; and
17.9 except as otherwise provided herein, and subject to any rights or obligations which have accrued prior to termination, neither Party shall have any further obligation to the other under this Agreement.
Consequence of Termination. If terminated under Section 5.1, the Licensee forfeits any License Fee paid to the University.
