Consequences of Termination or Expiration. Upon termination or expiration of this Agreement the following provisions shall apply: (i) any License in the Software shall terminate immediately, and (ii) You shall cease any and all use of the Product and any Third Party Software provided with it, or delete or uninstall any Software or Third Party Software provided to you; and (iii) return all Documentation and any copies thereof and related materials which are in Your possession; and (iv) if the provisions of the Purchase Order so specify, then return any hardware provided to you under the Purchase Order. You are required to certify to Cyberbit of Your compliance with the foregoing provisions within 14 days of termination.
Consequences of Termination or Expiration. The provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement shall survive termination or expiration.
Consequences of Termination or Expiration. 19.1 In the event of termination or expiration of this Agreement for any reason: B or any person designated by B may at its discretion re-purchase any or all inventory of the Products remaining in Distributor’s possession which, in B’s sole opinion, are in good condition and have reasonable remaining shelf life, at full landed cost (i.e., price invoiced by B to Distributor, minus any discounts granted). If not re-purchased, B may direct Distributor to transfer such inventory to another party designated by Xxxxxx or to destroy such inventory without compensation to Distributor; Distributor shall return all samples and promotional materials provided by B; Outstanding unpaid invoices issued by B for Products shall become immediately payable by Distributor; Distributor shall cease to sell, promote or market the Products, and shall cease to use B’s trademarks and intellectual property; and The obligations of the Parties under the following Clauses and Articles shall survive termination or expiration of this Agreement in accordance with their terms or, if no term is specified, indefinitely: Clauses 16.5 and 16.6 and Articles 17, 18 and 19.
19.2 If the termination is in respect of certain Products or Territory only, the provisions in Clause 19.1 shall apply only to those Products or Territory.
19.3 The Parties have considered the possibility of expenditures necessary for the performance of the terms of this Agreement and the possible loss and damage incidental to them in the event of termination for any reason, and agree that B shall not be liable to make any payment of damages or compensation to Distributor on account of termination of this Agreement only if Xxxxxx is not liable for the termination of this Agreement.
19.4 Distributor shall not be entitled to any leaving compensation for goodwill created for B or for the Products or for increasing B’s business.
19.5 Subject to as provided in this Agreement and to any rights or obligations which have accrued prior to termination or expiration, upon termination or expiration, neither Party shall have any further obligation to the other Party under this Agreement.
Consequences of Termination or Expiration. (a) In the event of Licensor’s termination of this Agreement pursuant to Article X, Licensee shall take all steps that are reasonably requested by Licensor in order to mitigate the potential negative impact to Licensor or its Affiliates resulting from the circumstances that gave rise to such termination, including issuing a press release or other public statement clarifying that Licensor and Licensee are not affiliated companies and that Licensor has no equity interests in or control rights with respect to Licensee.
(b) With respect to each use of the Pluto Licensed Marks, upon and after the earlier of (a) the expiration or termination of this Agreement with respect to the Pluto Licensed Marks or (b) the expiration of the applicable Term with respect to such use, as applicable: (i) all rights granted to Spinco hereunder will revert to Pluto; (ii) Spinco shall cease all uses of the Pluto Licensed Marks and Spinco shall remove all uses of the Pluto Licensed Marks from or otherwise destroy any materials bearing the Pluto Licensed Marks; and (iii) Spinco shall cooperate with Pluto in the filing of any necessary documents with any Governmental Authorities to reflect the termination of the license or to cancel any registered use or equivalent thereof. Upon written request from Pluto, Spinco shall confirm in writing that it is in compliance with this Section 11.1.
(c) With respect to each use of the Spinco Word Xxxx, upon and after the termination of this Agreement with respect to the Spinco Word Xxxx: (i) all rights granted to Pluto hereunder will revert to Spinco; (ii) Pluto shall cease all uses of the Spinco Word Xxxx and Pluto shall remove all uses of the Spinco Word Xxxx from or otherwise destroy any materials bearing the Spinco Word Xxxx; and (iii) Pluto shall cooperate with Spinco in the filing of any necessary documents with any Governmental Authorities to reflect the termination of the license or to cancel any registered use or equivalent thereof. Upon written request from Spinco, Pluto shall confirm in writing that it is in compliance with this Section 11.1.
Consequences of Termination or Expiration. Upon any expiration or termination of the Agreement (or all of them), the following will occur:
(a) all outstanding invoices and amounts owing from Partner to Sun will thereupon become immediately due and payable;
(b) Sun will have the right of first refusal to repurchase Products in Partner’s inventory at the lower of net invoice price or the then fair market value, as may be adjusted for any amounts due but unpaid pursuant to Section 3.5(a). If Sun desires to exercise this right, it will do so by written notice. Except in the case of Sun’s termination for material breach, for a period of ninety (90) days from the date of termination or expiration, Partner may sell and/or license under the terms of the Agreement any inventory Sun elects not to repurchase;
(c) Sun will have the right to cancel by written notice all or part of any unfulfilled order previously accepted by Sun. To the extent that Sun does not cancel any such order, the Agreement will continue to apply to such order;
(d) Partner will immediately return all Sun property under Partner’s control (including without limitation all Sun confidential information, schematics, manuals, Software and Sun business plans) and remove, cancel and/or cease to use the Sun Trademarks, any signs or other advertising materials referring to Sun, or Products or Services or to Partner as an authorized reseller of Sun; and
(e) all of Partner’s rights under the Agreement shall immediately cease and Partner shall at no time in the future represent that it is an authorized reseller of Sun or that it is in any way associated with Sun or Products or Services.
Consequences of Termination or Expiration. In the event of the expiration or termination of this Agreement for any reason:
(a) Customer must pay within thirty (30) days any and all amounts accrued and unpaid prior thereto, plus any related taxes and expenses;
(b) if such expiration or termination was due to Customer’s failure to pay Subscription Fees, upon the request of Customer, Supplier may renew this Agreement, subject to payment of all Subscription Fees that would have been paid hereunder had the lapse not occurred; and
(c) Supplier shall refrain from deleting Customer’s Data for a period of at least sixty (60) days, after which Customer’s Data may be irretrievably deleted. During such period, and provided that Customer has satisfied all payment obligations hereunder, Supplier may permit Customer to access the SaaS solely to the extent necessary for Customer to retrieve a file of Customer’s Data then in the SaaS environment. Customer represents to Supplier that, in entering into this Agreement, Customer has not relied on the availability of any services, programs or updates after the Term.
Consequences of Termination or Expiration. This portion of the document has been omitted pursuant to a request for confidential treatment and such portion has been filed separately with the U.S. Securities and Exchange Commission. Upon the termination or expiration of this Agreement other than as a result of an intentional breach by Xxxx, Xxxx, at its option, may provide Vastera with written notification of Ford's desire to continue its access and use of the Services for an additional twelve-month close down period (the "Termination Transition Period") pursuant to the same terms and conditions set forth in this Agreement. The Parties shall be obligated to maintain the then-current pricing (unless the then-current pricing is not feasible for Vastera to derive a reasonable business profit, in which case the pricing during the Termination Transition Period will be based on Vastera's actual costs plus * markup) for the entire Termination Transition Period. If Ford does not provide Vastera written Termination Transition Period notification within fifteen (15) days from the termination or expiration of this Agreement, then:
(a) Each Party shall return to the other Party within a reasonable time all Confidential Information and other property (including intellectual property) of such other Party that it does not have a right to continue to use; and
(b) Commencing upon the expiration of this Agreement or upon any notice of termination, and continuing for a period to be agreed upon by the Parties, Vastera will provide to Ford, at the rates set forth in Schedule G, transition assistance reasonably necessary to transition Ford from Services.
Consequences of Termination or Expiration. Upon the termination or expiration of this Agreement, each party will deliver to the other:
(a) all property of the other in its possession or control; and
(b) all Confidential Information of the other party, howsoever stored. Upon the termination or expiration of this Agreement the Consultant will cease performing the Services.
Consequences of Termination or Expiration. 11.1 Upon the termination of the Development Rights or the last Franchise, whichever is later:
(a) Franchisee will not directly or indirectly at any time or in any manner (except with respect to other Krispy Kreme Stores Franchisee lawfully owns and operates) identify itself or its business as a current or former Krispy Kreme Store; use any Mxxx, any colorable imitation thereof or other indicia of a Krispy Kreme Store in any manner or for any purpose, or utilize for any purpose any trade name, trade or service mxxx, other commercial symbol or trade dress that suggests or indicates a connection or association with Company including, but not limited to, by use of a website; and
(b) Franchisee will take such action as may be required to cancel or, at Company’s request, transfer to Company or its designee all fictitious, assumed name or equivalent registrations relating to its use of any Mxxx.
11.2 Upon termination or expiration of the Development Rights or the last Franchise, whichever is later, Franchisee, its owners and its employees will immediately cease to use and will maintain the absolute confidentiality of any confidential information disclosed to or otherwise learned or acquired by Franchisee or its owners or employees, will refrain from using such confidential information in any business or otherwise and will return to Company all copies of the Manuals and any other confidential materials which have been loaned or made available to Franchisee by Company pursuant to this Agreement or any Franchise.
11.3 Upon expiration of the Agreement Term or upon Company’s termination of the Development Rights in accordance with the terms and conditions of this Agreement or Franchisee’s termination of the Development Rights without cause, neither Franchisee nor any of its owners will for a period of two (2) years commencing on the effective date of such termination or expiration, or the date on which Franchisee ceases to conduct its activities hereunder, whichever is later, directly or indirectly:
(a) have any direct or indirect interest as a legal or beneficial owner of, or perform services as a director, officer, manager, employee, consultant, representative, agent, or otherwise for any Competitive Business located or operating within the Site of any STORE, the Development Area, or eight (8) kilometers of any other Krispy Kreme Store in operation or under construction on the effective date of the termination or expiration of this Agreement;
(b) own or hold the ri...
Consequences of Termination or Expiration. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
(a) Upon a termination by Myriad:
(i) due to a breach by Licensor, all of Licensor’s right, title and interest in and to the Licensor Patents shall immediately revert to LLUMC and this Agreement shall remain in full force and effect. In addition, in the event of such a termination, Myriad agrees to be bound to LLUMC as licensor under the terms and conditions of this Agreement; provided, however, that Myriad and LLUMC shall promptly negotiate and enter into a license agreement which will contain the same rights and obligations for Myriad, as “Myriad,” and for LLUMC, as “Licensor,” as are provided in Article III (except that Section 3.5 shall be deleted), Article IV and Article VII hereof, and which shall include such other changes to the remainder of this Agreement as are necessary to substitute LLUMC for Licensor hereunder. Myriad, Licensor and LLUMC agree to execute and deliver such documents as Myriad and LLUMC shall determine to be necessary or convenient to give effect to this Section; and
(ii) pursuant to Section 7.3, this Agreement and all rights and licenses granted hereunder shall terminate.
(b) Upon a termination by Licensor due to a breach by Myriad, this Agreement and all rights and licenses granted hereunder shall terminate.
(c) Upon a termination of this Agreement pursuant to Section 7.4(a)(ii) or Section 7.4(b), the parties shall enter into good faith negotiations towards the price at which Myriad will transfer all of its right, title and interest in and to all Regulatory Documentation to Licensor; provided, however, that such price shall not exceed an amount equal to fifty percent (50%) of the internal and external cost and expense incurred by Myriad in developing such Regulatory Documentation. Such agreement shall contain commercially reasonable terms for the timing, method and form in which such Regulatory Documentation shall be provided to Licensor. Licensor shall be responsible for Myriad’s reasonable costs and expenses incurred in making such transfer.
