Consequences of Expiry or Termination. 10.4.1 Where the Authority terminates the Contract under Clause 10.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), no further payments shall be payable by the Authority to the Supplier until the Authority has established the final cost of making those other arrangements.
10.4.2 Where the Authority terminates the Contract under Clause 10.3 (Break), (subject to Clause 9), the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 (Break).
10.4.3 The Authority shall not be liable under Clause 10.4.2 to pay any sum which:-
(a) was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or
(b) when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period.
10.4.4 Save as otherwise expressly provided in the Contract:-
(a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and
(b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 (Payment and VAT),
Consequences of Expiry or Termination. 32.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 32.
32.2 Termination or expiry of this Framework Agreement shall not cause any Call Off Agreements to terminate automatically. For the avoidance of doubt, all Call Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Call Off Agreement and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Call Off Agreements, notwithstanding the termination or expiry of this Framework Agreement.
32.3 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any and all of the Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to the extent reasonably necessary to comply with its obligations under this Framework Agreement or under any Law, for a period of up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance).
32.4 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry.
32.5 Termination or expiry of this Framework Agreement shall be without prejudice to the survival of any provision of this Framework Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Framework Agreement, including the provisions of:
32.5.1 Clauses 1 (Definitions and Interpretation), 6 (Representations and Warranties), 9 (Framework Agreement Performance), 15 (Records, Audit Access and Open Book Data), 17 (Management Charge), 20 (Financial Distress), 23 (Intellectual Property Rights), 24.1 (Provision of Management Information), 24.2 (Confidentiality), 24.3 (Transparency), 24.4 (Freedom of Information), 24.5 (Protection of Personal Data), 27 (Liability), 28 (Insurance), 32 (Consequences of Expiry or Terminat...
Consequences of Expiry or Termination. 9.1 Subject to Clause 9.2, where the Customer terminates the Contract pursuant to Clause 8 (Termination) and then makes other arrangements for the supply of the Contract Services:
9.1.1 the Customer may recover from the Supplier the cost reasonably incurred in making those other arrangements and any additional expenditure incurred by the Customer in securing the Contract Services in accordance with the requirements of the Contract;
9.1.2 the Customer shall take all reasonable steps to mitigate such additional expenditure; and
9.1.3 no further payments shall be payable by the Customer to the Supplier until the Customer has established the final cost of making those other arrangements, whereupon the Customer shall be entitled to deduct an amount equal to the final cost of such other arrangements from the further payments then due to the Supplier.
9.2 Clause 9.1 shall not apply where the Customer terminates the Contract:
9.2.1 solely pursuant to Clause 8.3 or Clause 8.4; or
9.2.2 solely pursuant to Clause 8.5 if termination pursuant to Clause 8.5 occurs as a result of termination of the Framework Agreement pursuant to the provisions of clauses 24.6, 24.11, 24.12 or 24.13 of the Framework Agreement.
9.3 Where the Customer terminates the Contract under Clause 8.3 or 8.4, the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. The Supplier shall submit a fully itemised and costed list, with supporting evidence, of losses reasonably and actually incurred by the Supplier. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available.
9.4 On the termination of the Contract for any reason, the Supplier shall, at the request of the Customer and at the Supplier’s cost:
9.4.1 immediately return to the Customer all Confidential Information and the Customer‘s Personal Data in its possession or in the possession or under the control of any permitted suppliers or Sub-Contractors, which was obtained or produced in the course of providing the Contract Services;
9.4.2 except where the retention of Customer’s Personal Data is required by Law or regulatory purposes, promptly destroy all copies of the Customer’s Personal Data and provide written confirmation to the Customer that ...
Consequences of Expiry or Termination. Where the Authority terminates the Contract under clause 27 and then makes other arrangements for the supply of Goods or Services, the Authority may recover from the Contractor any reasonable costs which it incurs in so doing throughout the remainder of the Contract Period. No further payments shall be payable by the Authority to the Contractor until the Authority has established the final cost of making those other arrangements.
Consequences of Expiry or Termination. 50.1 Where the Authority terminates the Contractor’s interest in the Framework Agreement under clause 42 (Termination Rights) and makes other arrangements for the supply of Services, the Contractor indemnifies the Authority against all costs incurred in making those arrangements.
50.2 The termination of this Framework Agreement in accordance with clause 42 (Termination Rights) and/or clause 43 (Termination on Insolvency and Change of Control) or its expiry shall not affect the accrued rights of either party.
50.3 Following the service of a termination notice, the Contractor shall continue to perform its obligations in accordance with the provisions of this Framework Agreement until termination.
50.4 The following provisions survive the expiry or termination of this Framework Agreement
50.4.1 clause 1 (Definitions and Interpretation);
50.4.2 clause 8 (Award Procedures);
50.4.3 clause 10 (Official Secrets Acts);
50.4.4 clause 13 (Recovery of Sums Due);
50.4.5 clause 14 (Data Protection);
50.4.6 clause 15 (Transparency and Freedom of Information);
50.4.7 clause 16 (Authority Protected Information);
50.4.8 clause 17 (Contractor Sensitive Information);
50.4.9 clause 18 (Audit and Records Management);
50.4.10 clause 19 (Publicity);
50.4.11 clause 21 (Offers of Employment);
50.4.12 clause 23 (Information about Contractor Employees);
50.4.13 clause 26 (Parties pre-existing Intellectual Property Rights);
50.4.14 clause 27 (Specially created Intellectual Property Rights);
50.4.15 clause 28 (Licences of Intellectual Property Rights);
50.4.16 Clause 29 (Claims relating to Intellectual Property Rights);
50.4.17 clause 33 (Warranties and Representations); 50.4.18 clause 34 (Indemnity);
Consequences of Expiry or Termination. 50.1. Where the Authority terminates the Contractor’s interest in the Framework Agreement under clause 42 (Termination Rights) and makes other arrangements for the supply of Services, the Contractor indemnifies the Authority against all costs incurred in making those arrangements.
50.2. The termination of this Framework Agreement in accordance with clause 42 (Termination Rights) and/or clause 43 (Termination on Insolvency and Change of Control) or its expiry shall not affect the accrued rights of either party.
50.3. Following the service of a termination notice, the Contractor shall continue to perform its obligations in accordance with the provisions of this Framework Agreement until termination.
50.4. The following provisions survive the expiry or termination of this Framework Agreement
50.4.1. clause 1 (Definitions and Interpretation);
50.4.2. clause 8 (Award Procedures);
50.4.3. clause 10 (Official Secrets Acts);
50.4.4. clause 13 (Recovery of Sums Due);
50.4.5. clause 14 (Data Protection);
50.4.6. clause 15 (Transparency and Freedom of Information);
50.4.7. clause 16 (Authority Protected Information);
50.4.8. clause 17 (Contractor Sensitive Information);
50.4.9. clause 18 (Audit [and Records Management]);
Consequences of Expiry or Termination. 59.1. Where the Purchaser terminates the Contract under clause 56 (Termination Rights) and makes other arrangements for the provision of services, the Service Provider indemnifies the Purchaser against all costs incurred in making those arrangements.
59.2. Where the Purchaser terminates the Contract under clause 5 (Break), the Purchaser indemnifies the Service Provider against any unavoidable losses directly resulting from the termination of the Contract (excluding loss of profit).
59.3. Any indemnity given by the Purchaser under clause 59.2 is subject to the Service Provider:
59.3.1. taking all reasonable steps to mitigate its loss;
59.3.2. taking all reasonable steps to recover its losses under any insurance policies held by it; and
59.3.3. submitting a fully itemised and costed list of losses which it seeks to recover from the Purchaser together with supporting evidence.
59.4. Except as provided for in clauses 49 (Indemnity), 59.1 and 59.2 and the Management Arrangements, no indemnity is given or special payment is to be made by either Party to the other Party on expiry or termination of the Contract.
59.5. On expiry or termination of the Contract the Service Provider must:
59.5.1. immediately return to the Purchaser all Purchaser Property and Purchaser Protected Information in its possession; and 59.5.2. destroy or delete any copies of Purchaser Protected Information (whether physical or electronic) in its possession.
59.6. The following provisions survive the expiry or termination of the Contract:
59.6.1. clause 1 (Definitions and Interpretation);
59.6.2. clause 13 (Recovery of Sums Due);
59.6.3. clause 14 (Data Protection);
59.6.4. clause 15 (Transparency and Freedom of Information);
59.6.5. clause 16 (Authority Protected Information);
59.6.6. clause 17 (Service Provider Sensitive Information);
59.6.7. clause 18 (Audit [and Records Management]);
Consequences of Expiry or Termination. Where the Client terminates the Contract under Clause G2 (Termination on Default) and then makes other arrangements for the supply of Goods or Services, the Client may recover from the Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Client throughout the remainder of the Contract Period. The Client shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause G2 (Termination on Default), no further payments shall be payable by the Client to the Contractor (for Goods or Services supplied by the Contractor prior to termination and in accordance with the Contract but where the payment has yet to be made by the Client), until the Client has established the final cost of making the other arrangements envisaged under this Clause.
Consequences of Expiry or Termination. 8.1 If the Authority terminates the Contract under Clause 7.2:
(a) and then makes other arrangements for the supply of the Services, the Authority may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Term; and
(b) no further payments shall be payable by the Authority to the Supplier (for the Services supplied by the Supplier prior to termination and in accordance with the Contract but where the payment has yet to be made by the Authority), until the Authority has established the final cost of making the other arrangements envisaged under Clause 8.1(a).
8.2 On expiry or termination of the Contract the Supplier shall:
(a) co-operate fully with the Authority to ensure an orderly migration of the Services to the Authority or, at the Authority’s request, a Replacement Supplier; and
(b) procure that all data and other material belonging to the Authority (and all media of any nature containing information and data belonging to the Authority or relating to the Services) shall be delivered promptly to the Authority.
8.3 Save as otherwise expressly provided in the Contract:
(a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and
(b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 3, 8 to 13, 17, 26 and 28.
Consequences of Expiry or Termination. 16.1. On expiry of this Agreement, Scynexis shall have a fully paid-up, royalty free, world-wide, exclusive licence, and the right to grant sub-licences, under the Know-How and Ancillary Rights to research, develop, manufacture, import, market, use, sell, and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. supply products and to perform any other act that would infringe the Know Flow and/or Ancillary Rights were it not for this licence.
16.2. On expiry or termination of this Agreement for any reason:-
16.2.1. Scynexis shall within [*] of the date of termination or expiry pay to C-CHEM all sums due to it under this Agreement in respect of the period up to and including the date of termination including any royalties payable on Products sold prior to or on the date of termination;
16.2.2. any rights or remedies of each of the parties arising from any breach of this Agreement shall continue to be enforceable;
16.2.3. the following provisions shall continue in full force and effect: Clause 1 (Definitions), Clause 4 (Non-Exclusive License Grant), Clause 6 (Payment) in respect of Royalties payable pursuant to Clause 16.2.1, Clause 14 (Confidential Material), Clause 16 (Consequences of Expiry or Termination) and Clause 17 (General).
16.3. On termination of this Agreement by C-CHEM pursuant to Clause 15.2 or 15.4, or by Scynexis pursuant to Clause 15.3, Scynexis shall promptly reassign the Patents, the Know How and the Ancillary Rights, and immediately return the Documentation to C¬CHEM and:
16.3.1. Scynexis shall, and shall procure that its Affiliates shall, forthwith cease all activities which would require a licence under the Patents save that Scynexis and its Affiliates shall be entitled to sell and dispose of any stock of Products or Compounds in existence on or prior to the date of termination of the Agreement; and
16.3.2. in the event that Scynexis has sublicensed the Patents to one or more Licensee(s), C-CHEM shall grant to each Licensee a licence on terms equivalent to the licence agreement between such Licensee and Scynexis, provided however that the terms of the license between such Licensee and C-CHEM are not less favourable to C-CHEM than the licence terms contained in the present Agreement.
