CONSEQUENCES OF EXPIRY AND TERMINATION. 15.1 Following the service of a notice of termination of this Agreement for any reason, the Training Provider shall for the duration of the notice period and up until the date of termination:
(1) continue to provide the Training to the required Service Levels for any Apprentice who has not successfully completed all parts of the Training and attained all relevant qualification certificates including, without limit, the Knowledge Qualification and Competence Qualification unless ECITB instructs the Training Provider otherwise; and,
(2) ensure that there is no degradation in the standards of the Training.
CONSEQUENCES OF EXPIRY AND TERMINATION. The Contractor will liaise with the University in the 3 month period prior to any termination or expiry of the Contract to ascertain the University’s preference and requirements (including details, format, media, method, timing and security) in relation to the secure return to it (or as it directs) of all or part of the University Data (or, the secure deletion or destruction of all or part of the University Data). If it is not possible for this to be carried out prior to termination or expiry, the Contractor shall cooperate with the University about such preference and requirements as soon as possible on termination or expiry. The Contractor shall fully cooperate and comply with the preferences and requirements of the University pursuant to paragraph 6.1. The Contractor shall also procure that Third Parties fully comply with these preferences and requirements. Subject to paragraph 6.4, the parties agree that: any deletion or destruction of University Data pursuant to paragraph 6.1 shall be permanent and shall secure deletion of all requested University Data, being all electronic copies of it (in whole or in part) on its IT systems, equipment and any mobile devices, and complete and secure destruction of all hard copies of it (in whole or in part); any return of University Data pursuant to paragraph 6.1 shall be the secure return (as required by the University) of all requested University Data in both electronic and hard copy formats (in whole or in part); and
CONSEQUENCES OF EXPIRY AND TERMINATION. Following the service of a notice of termination of this Deed for any reason, the Training Provider shall for the duration of the notice period and up until the date of termination: continue to provide the Programme to the required Service Levels for any Learner who has not successfully completed all parts of the Programme and, ensure that there is no degradation in the standards of the Training. The Training Provider shall take all necessary steps to ensure that data or information belonging to ECITB which comes into its possession or control in the course of providing the Programme is protected in accordance with ECITB’s policies and in particular the Training Provider shall not: use the data or information nor reproduce the data or information in whole or in part in any form except as may be required by this Deed; or disclose the data or information to any third party or persons not authorised by ECITB to receive it, except with the prior written consent of ECITB; or alter, delete, add to or otherwise interfere with the data or information (save where expressly required to do so by the terms of this Deed). To the extent that the Training Provider processes any personal data on behalf of ECITB or processes any personal data belonging to ECITB, within the meaning of the Data Protection Legislation, the Training Provider agrees to process such data in accordance with the Data Protection Legislation and any reasonable instructions of the ECITB as data controller (within the meaning of the Data Protection Legislation). The Training Provider will indemnify ECITB against all breaches of the said Act and the provisions of this clause 16 by the Training Provider.
CONSEQUENCES OF EXPIRY AND TERMINATION. 7.1 On expiry or termination of this Agreement for any reason:-
7.1.1 Subject to Clause 7.1.2, each party shall return all materials containing any Background Information in its possession or control to the party which made such Background Information available;
7.1.2 The University shall immediately hand over to Somanta all samples or other materials containing any Project Information in its possession or control; and
7.1.3 Subject to Clause 7.2, the provisions of Clauses 4.2, 4.4 to 4.6 inclusive, 5 and 7 shall continue in full force and effect.
7.2 Expiry and termination of this Agreement shall be without prejudice to any other right or remedy for breach of this Agreement which either party may have which accrued on or prior to the date of expiry or termination.
CONSEQUENCES OF EXPIRY AND TERMINATION. 13.1 In the event of expiry or termination of this Agreement, the following provisions shall apply:
13.1.1 where this Agreement is terminated by Iontas for cause pursuant to clause 12.2 above prior to Licence Payment, all licences granted under this Agreement shall immediately terminate;
13.1.2 where this Agreement is terminated by Agenus for cause pursuant to clauses 12.2.2 or 12.2.3 above prior to Licence Payment, all licences granted under this Agreement shall become fully paid up and irrevocable;
13.1.3 where this Agreement is terminated by Agenus for convenience pursuant to clause 12.2.1 above prior to Licence Payment, the next payment set out in the table in clause 7.1 that would have been due but for such termination shall be deemed to fall due immediately upon Agenus’ service of the notice of termination as if the corresponding payment trigger had been completed at the date of such notice. Iontas shall submit its invoice in respect of such payment within 30 days following receipt of Agenus’ notice of termination and such invoice shall be payable by Agenus within 30 days of receipt. [********] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
13.1.4 save as expressly set out in this clause 13, the expiry or termination of this Agreement shall be without prejudice to any rights that have accrued to either of the parties under this Agreement.
13.2 Provisions of this Agreement that are expressed to survive termination or expiry or which, from their nature or context, ought reasonably to survive termination or expiry, shall remain in full force and effect notwithstanding such termination or expiry.
CONSEQUENCES OF EXPIRY AND TERMINATION. 13.1 Upon the expiry of this Agreement, or in the event that this Agreement is terminated earlier in accordance with its terms:
(A) all rights and licences granted hereunder (including those in Clause 2.1) shall immediately terminate;
(B) In the event that this Agreement is terminated by Novartis prior to the expiry of this Agreement, Novartis agrees, that each Sublicence granted and in full force and effect at the time of termination of this Agreement shall be:
(1) at the discretion of Novartis, immediately terminated in accordance with its terms if that Sublicensee is in breach of the terms of the Sublicence; or
(2) converted into a licence between Novartis and the relevant Sublicensee under the same terms and conditions of the Sublicence, provided that Sublicensee is not in breach of the Sublicence and Sublicensee continues to meet the conditions of clause 3.1 of the Head Licence.
(C) each Party shall promptly return or (at the other Party’s election) destroy and irretrievably erase all embodiments of the other Party’s Confidential Information which are in its power, possession, custody or control; provided, that and each Party may retain one copy of such Confidential Information for the sole purpose of performing any continuing obligations hereunder or for archival purposes or as (and to the extent) required by applicable laws and shall continue to comply with the terms of Clause 13 in respect of the same.
CONSEQUENCES OF EXPIRY AND TERMINATION. Expiration or termination of this Agreement for whatever reason shall not affect the liabilities or obligations of the Parties hereunder in respect of matters accrued at the time of such expiration or termination and shall be without prejudice to any other right or remedies available at law or in equity. Each Party shall return the Confidential Information of the other Party.
CONSEQUENCES OF EXPIRY AND TERMINATION. The Consultant will liaise with the University in the 3 month period prior to any termination or expiry of the Contract to ascertain the University’s preference and requirements (including details, format, media, method, timing and security) in relation to the secure return to it (or as it directs) of all or part of the University Data (or, the secure deletion or destruction of all or part of the University Data). If it is not possible for this to be carried out prior to termination or expiry, the Consultant shall cooperate with the University about such preference and requirements as soon as possible on termination or expiry.
CONSEQUENCES OF EXPIRY AND TERMINATION. 38.1 Following the service of a Termination Notice for any reason, the Supplier shall continue to provide or procure the provision of the Operational Services to the required Service Levels, and shall ensure that there is no degradation in the standards of the Operational Services until the expiry of the Termination Period.
38.2 The Supplier shall comply with its obligations set out in Part B of Schedule 14 (Employees).
38.3 On the Termination Date, the Supplier shall repay to the Council any amount which it may have been paid in advance in respect of Services not provided or procured by the Supplier as at the Termination Date.
38.4 The following clauses shall survive the termination (for whatever reason) or expiry of this agreement:
a) clause 1 (Interpretation);
b) clause 5.2 (No representations or warranties);
c) clause 11.6 (Retention of service charges records), clause 11.8 (Interest), clause
11.11 (VAT) and clause 11.12 (Set-off);
CONSEQUENCES OF EXPIRY AND TERMINATION. 11.1. Upon the expiry or early termination of this Agreement:
11.1.1. all rights and opportunities granted by BSAC to the BOA including the Rights under and pursuant to this Agreement shall automatically revert to BSAC. Thereafter, the BOA shall not exercise (or purport to exercise) any of the Rights or any other right or opportunity granted under this Agreement. Without prejudice to the generality herein, the BOA shall cease to have any rights to use the Designation;
11.1.2. the BOA must comply with its obligations pursuant to clause 9.2.4;
11.1.3. if the BOA has any materials which include any Intellectual Property Rights of BSAC including pursuant to clause 9.1, the BOA shall, in accordance with BSAC’s instructions and within five days of such expiry or earlier termination either:
(a) destroy or procure destruction of the same or return the same to BSAC without charge to BSAC. If such materials are to be destroyed, the BOA shall provide BSAC with a certificate evidencing and confirming such destruction signed by an Officer of the BOA or by an independent third party as BSAC may require;
(b) save for historical references to the relationship which existed between them, the parties shall not make or allow to be made any representation which gives the impression that there is any relationship between them; and
(c) all outstanding sums payable by the BOA to BSAC relating to the period up to the date of expiry and/or earlier termination shall become immediately due and payable.
11.2. Expiry or termination of this Agreement shall not release the parties from any liability or right of action or claim which at the time of such expiry or termination has already accrued or may accrue to either party in respect of any act or omission prior to such expiry or termination and shall not affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such expiry or termination.
