Consequences of Termination and Expiration Sample Clauses

Consequences of Termination and Expiration. 17.3.1 Termination by FMI for Breach by Roche or by Roche without a Cause, or Expiration of the Agreement Term. Upon any termination under Section 17.2.1, FMI for breach by Roche in accordance with Section 17.2.2, termination by Roche under Section 17.2.4, or upon expiration of the Agreement Term, the following shall apply: a) The rights and licenses granted by FMI to Roche under this Agreement shall terminate in their entirety or on a country-by-country basis, as applicable, on the effective date of termination. b) After the effective date of termination Roche shall, to the extent Roche has the right to do so, assign and transfer to FMI all regulatory filings and Regulatory Approvals, all final pre-clinical and clinical study reports and clinical study protocols, and all data, including clinical data, in Roche’s possession and control related to Product(s) in the country necessary for FMI to continue to commercialize the Product(s). All data shall be transferred in the form and format in which it is maintained by Roche. Original paper copies shall only be transferred, if legally required. Roche shall not be required to prepare or finalize any new data, reports or information solely for purposes of transfer to FMI. c) Roche shall assign all clinical trial agreements, to the extent such agreements have not been cancelled and are assignable without Roche paying any consideration or commencing litigation in order to effect an assignment of any such agreement. d) FMI shall, upon transfer, have the right to disclose such filings, approvals and data to (i) governmental agencies of the country to the extent required or desirable to secure government approval for the sale of Product(s) in the country, (ii) Third Parties acting on behalf of FMI, its Affiliates or licensees, to the extent reasonably necessary for the sale of Product(s) in the country, and (iii) Third Parties to the extent reasonably necessary to market Product(s) in the country. 17.3.2 Termination by Roche for Breach by FMI or FMI Insolvency Upon a material breach of a material obligation under this Agreement by FMI pursuant to Section 17.2.1 or FMI’s Insolvency pursuant to Section 17.2.2, at Roche’s option, (i) Roche may seek damages via arbitration under Section 19.3 or (ii) as Roche’s exclusive remedy (other than for breach of confidentiality under Section 16) FMI shall pay to Roche either a one-time payment reflecting the value of the terminated Product(s) or a royalty on sales of such terminate...
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Consequences of Termination and Expiration. (1) If the College terminates this Agreement, Supplier shall immediately cease any work and shall invoice the College for the portion of the Goods and/or Services performed up to the effective date of such termination. (2) Upon termination or expiry of this Agreement, as the case may be, or otherwise upon request from time to time by the College, Supplier shall, (a) return all the College property and equipment in its (or its employees’ or representatives’) possession, including badges and security identification; (b) remove all of its property and equipment (including that of its employees and representatives) from College property and any other location where Services were being provided; and (c) co-operate with, and provide such assistance as may be requested by, the College in order to facilitate the orderly termination and/or transition of the Goods and/or Services with the least amount of inconvenience and disruption to the College’s business as is reasonable in the circumstances. (3) Supplier agrees that the College may perform or arrange to be performed any work necessary to remove Supplier’s property and equipment from College property and xxxx Supplier for all expenses incurred. If Supplier does not remove its property and/or equipment from College property within seven calendar days following any such termination or request, the College may (without further notice) retain such property and equipment for its own use and/or sell any such property and equipment and retain the proceeds therefrom. (4) The rights and remedies in Sections 10.1, 10.2 and 10.2 are cumulative and in addition to any other right or remedy available under this Agreement, at law or equity.
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Consequences of Termination and Expiration. The Parties acknowledge and agree that in case of the expiration or termination for any cause of the Agreement:
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Consequences of Termination and Expiration. ‌ 13.1. Upon termination or expiration of the Contract for any reason: 13.1.1. all outstanding Charges for Services provided or in the process of being created for delivery shall become payable; 13.1.2. the Customer shall, and shall require that all applicable Users shall, immediately cease accessing and using the Platform and any Product Content and cease using any username or password in relation to the Platform;‌ 13.1.3. the Customer shall, and shall require that all applicable Users shall, immediately delete or remove the App from all Customer Systems and immediately destroy all copies of the App in their possession, custody or control; and 13.1.4. subject to the Customer paying any applicable Consulting Services Fees in advance, promptly following the Customer's written request, Supplier shall provide or make available User Data in a form reasonably required by the Customer. 13.2. In the event of termination by the Customer pursuant to Condition 11.1 of the General Terms, Supplier shall pay to the Customer an amount equivalent to the Charges pro-rated to reflect the unused Subscription Term or unused Licenses as applicable. 13.3. If the Customer has ordered Licenses but Licenses covered within the Order have been used or accessed by Users within the Subscription Term, the rights for access to those Licenses shall expire notwithstanding that they have been paid but remained unused by the Customer or the User. 13.4. Termination by the Supplier of a Contract in accordance with Condition 11.1 or 11.2.2 of the General Terms shall permit the Supplier to terminate any or all Orders in place between the Supplier and the Customer or any Affiliate of the Customer.
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Consequences of Termination and Expiration. (a) If RELYPSA terminates this Agreement pursuant to Section 20.1(a), RELYPSA shall pay DSM [***], and all [***]. DSM will use reasonable best efforts to find and secure alternative use of the Facility after its receipt of such notice of termination and will refund or credit to RELYPSA any amounts received by DSM through such alternative use of such Facility during the scheduled Manufacturing period for the then Firm Orders up to the amount actually paid to DSM by RELYPSA under this Section 20.4(a). (b) If RELYPSA terminates this Agreement pursuant to Section 20.1(b), RELYPSA shall either (i) pay DSM [***] less all [***], or (ii) [***] as of the date of RELYPSA’s delivery of the notice of termination, or (iii) any combination of (i) and (ii). DSM will use reasonable best efforts to find and secure alternative use of the Facility after its receipt of such notice of termination and will refund or credit to RELYPSA any amounts received by DSM through such alternative use of such Facility during such twelve (12) month period up to the amount actually paid to DSM by RELYPSA under this Section 20.4(b). (c) Upon expiration or earlier termination of this Agreement, DSM will transfer, or will cause its Affiliates to transfer, to RELYPSA, an Affiliate of RELYPSA or a Third Party designated by RELYPSA, all, RELYPSA Information, Discoveries and RELYPSA Intellectual Property. If this Agreement is terminated by RELYPSA under Section 20.1, RELYPSA will [***]. Otherwise, [***]. If RELYPSA is responsible for such costs, DSM will submit [***]. The technical assistance which DSM has to provide under this Section 20.4(c) shall in no case exceed a duration of [***] in the aggregate. (d) If RELYPSA terminates this Agreement under Section 20.1(b) or 20.3 RELYPSA will have the option on written notice to purchase from DSM all MFA purchased by DSM specifically for the Manufacture of Third Party Intermediate or Bulk Drug that is not used in the Manufacture of such materials prior to termination of this Agreement. DSM will deliver any MFA purchased by RELYPSA hereunder to a location designated by RELYPSA, and upon shipment DSM will submit an invoice to RELYPSA for the actual cost paid by DSM (net of any payment for such MFA previously made by RELYPSA) to for such MFA. (e) Upon early termination of this Agreement for any reason, DSM will promptly deliver to RELYPSA's designated location all Third Party Intermediate and Bulk Drug Manufactured and Released for the applicable Base Price...
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Consequences of Termination and Expiration. 11.1. Upon termination or expiration of the Contract for any reason all outstanding Charges for Services or Deliverables provided or in the process of being created for delivery under any Order or SOW shall become payable. 11.2. Termination by the Supplier of a Contract in accordance with Condition 11.1 or 11.2.2 of the General Terms shall permit the Supplier to terminate any or all Orders or SOWs in place between the Supplier and the Customer or any Affiliate of the Customer.
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Consequences of Termination and Expiration. In the event of termination or expiration of this RCA, the final report shall be provided at the latest within 60 (sixty) days after the termination or expiration of this RCA in accordance with Section 4.5 (which shall remain in force for this purpose). In the event of an early termination of this RCA (regardless of whether by MPG, UMG or by BiondVax) pursuant to Sections 12.2 or 12.3, upon the effective date of such termination, each Party may immediately cease to carry out its respective research work in the Collaboration Project without prejudice to any obligation regarding documentation and reporting accruing with respect to termination or expiry. In the case of early termination by BiondVax pursuant to Section 12.3(a), MPG shall pay-back to BiondVax the pro rata amount of the last annual tranche of the funding equivalent to the complete months remaining in the then running contract year, but only to the extent such pro rata amount has not been already used or undertaken as financial obligations specifically with respect to the performance of the Collaboration Project in the then running contract year, which cannot be cancelled prior to the date of receipt of the termination notice (e.g. labor costs for lab personnel that has been hired for the Term of this RCA, costs relating to lab or general infrastructure leased or acquired for the Term of this RCA). The expiration or termination of this RCA shall not release a Party from any liability or obligation that became due on or before the effective date of expiration or termination, nor shall it preclude a Party from pursuing all rights and remedies it may have under or arising out of this RCA with respect to any breach, nor shall it prejudice a Party’s right to obtain specific performance of any obligation and/or damages. Further, in the event of termination or expiration of this RCA, the last paragraph of Section 8.3.7 shall apply.
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Consequences of Termination and Expiration 
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Related to Consequences of Termination and Expiration

  • Consequences of Termination If this Agreement is terminated pursuant to this Article, the Funder may: (a) cancel all further Funding instalments; (b) demand the repayment of any Funding remaining in the possession or under the control of the HSP; (c) through consultation with the HSP, determine the HSP’s reasonable costs to wind down the Services; and

  • Consequences of termination or expiry 27.1 Notwithstanding the provisions of Clause 23, wherever the Authority chooses to put out to tender for a replacement service provider some or all of the Services, the Service Provider shall disclose to tenderers such information concerning the Services as the Authority may require for the purposes of such tender. The Service Provider may impose upon any recipient of such information such obligations of confidentiality as it may require. 27.2 The termination or expiry of the Contract shall not prejudice or affect any right, power or remedy which has accrued or shall accrue to either Party prior to or after such termination or expiry. 27.3 Upon expiry or termination of the Contract (howsoever caused): 27.3.1 the Service Provider shall, at no further cost to the Authority: 27.3.1.1 take all such steps as shall be necessary to agree with the Authority a plan for the orderly handover of Services to the Authority (or its nominee), such that the Services can be carried on with the minimum of interruption and inconvenience to the Authority and to effect such handover; and 27.3.1.2 on receipt of the Authority’s written instructions to do so (but not otherwise), arrange to remove all electronically held information by a mutually agreed date, including the purging of all disk-based information and the reformatting of all disks. 27.3.2 the Authority shall (subject to Clauses 17, 27.1 and 27.4 and the provisions of any security for due performance supplied by the Service Provider) pay the Service Provider any Charges remaining due in relation to any Services properly performed in accordance with the Contract up to the date of termination or expiry calculated so far as is possible in accordance with Schedule 4 or otherwise reasonably determined by the Authority. 27.4 On termination of the Contract under Clause 26.1 or a cessation of any Services under Clause 26.4 (but in the case of the latter only insofar as the right to cease any Services arises as a result of a right for the Authority to terminate under Clause 26.1), the Authority may enter into any agreement with any third party or parties as the Authority thinks fit to provide any or all of the Services and the Service Provider shall be liable for all additional expenditure reasonably incurred by the Authority in having such services carried out and all other costs and damages reasonably incurred by the Authority in consequence of such termination. The Authority may deduct such costs from the Charges or otherwise recover such costs from the Service Provider as a debt.

  • Termination and Expiration 13.1 YALE shall have the right to terminate this Agreement after written notice to LICENSEE in the event LICENSEE: (a) fails to make any material payment due and payable pursuant to this Agreement unless LICENSEE shall make all such payments (and all interest due on such payments under Article 6.4) within the thirty (30) day period after receipt of written notice from YALE; or (b) commits a material breach of any other provision of this Agreement which is not cured (if capable of being cured) within the sixty (60) day period after receipt of written notice thereof from YALE, or upon receipt of such notice if such breach is not capable of being cured; or (c) fails to obtain or maintain adequate insurance as described in Article 14, whereupon YALE may terminate this Agreement immediately upon written notice to LICENSEE. 13.2 This Agreement shall terminate automatically without any notice to LICENSEE in the event LICENSEE shall cease to carry on its business or becomes INSOLVENT, or a petition in bankruptcy is filed against LICENSEE and is consented to, acquiesced in or remains undismissed for sixty (60) days, or LICENSEE makes a general assignment for the benefit of creditors, or a receiver is appointed for LICENSEE. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 13.3 LICENSEE shall have the right to terminate this Agreement upon written notice to YALE: (a) at any time on three (3) months’ notice to YALE, provided LICENSEE is not in breach and upon payment of all amounts due YALE throughout the effective date of termination; or (b) in the event YALE commits a material breach of any of the provisions of this Agreement and such breach is not cured (if capable of being cured) within the sixty (60) day period after receipt of written notice thereof from LICENSEE, or upon receipt of such notice if such breach is not capable of being cured, 13.4 Upon termination of this Agreement for any reason, all rights and licenses granted to LICENSEE under the terms of this Agreement are terminated. Upon such termination, and subject to Article 13.4, YALE may elect, in its sole discretion, to cause LICENSEE, its SUBLICENSEES, or AFFILIATES to immediately cease to manufacture or sell some or all ROYALTY PRODUCTS. Within sixty (60) days after the effective date of termination LICENSEE shall return to YALE: (a) all materials relating to or containing the POOLED PATENTS and CONFIDENTIAL INFORMATION disclosed by YALE; (b) the last report required under Article 7 or 9; and (c) all payments incurred up to the effective date of termination. LICENSEE’S payment obligations under the Agreement shall terminate upon the effective date of termination except with respect to payments incurred prior to such effective date. Notwithstanding the foregoing, in the event that YALE elects to allow LICENSEE, its SUBLICENSEES, or AFFILIATES to continue to manufacture and sell ROYALTY PRODUCTS, LICENSEE (or its SUBLICENSEES or AFFILIATES) shall continue to pay royalties to YALE until the earlier of the events to occur in Article 6.1(d)(i) for each such ROYALTY PRODUCT. Also upon termination of this Agreement, all sublicenses to the POOLED PATENTS that are granted by LICENSEE pursuant to this Agreement shall also terminate on the date of termination of this Agreement subject to Article 13.4(c). Notwithstanding the foregoing, each SUBLICENSEE shall have the continuing obligation to pay EARNED ROYALTIES to YALE on any ROYALTY PRODUCT (including those covered only by POOLED PATENTS owned solely by LICENSEE) after any such termination, and shall continue until the earlier of the events to occur in Article 6.1(d)(í) for each such ROYALTY PRODUCT. 13.5 Termination of this Agreement shall not affect any rights or obligations accrued prior to the effective date of such termination and specifically LICENSEE’s obligation to pay all royalties and other payments specified by Articles 4, 5 and 6. The following provisions shall survive any termination: Article

  • 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),

  • Effects of Termination In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.

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