Common use of Consequences of Termination or Expiration Clause in Contracts

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. 19.1 In the event of termination or expiration of this Agreement for any reason: B Xxxxxx or any person designated by B Xxxxxx may at its discretion re-purchase any or all inventory of the Products remaining in Distributor’s possession which, in B’s Xxxxxx’x sole opinion, are in good condition and have reasonable remaining shelf life, at full landed cost (i.e., price invoiced by B Xxxxxx to Distributor, minus any discounts granted). If not re-purchased, B Xxxxxx 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 BXxxxxx; Outstanding unpaid invoices issued by B Xxxxxx 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 Xxxxxx’x 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 Xxxxxx 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 Xxxxxx or for the Products or for increasing B’s Xxxxxx’x 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. 19.1 In the event case of any termination or expiration of this Agreement for Agreement, the Offeror shall promptly (and in any reason: B event within 24 hours following such termination or any person designated by B may at its discretion re-purchase any or all inventory of expiration) withdraw 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, Tender Offer and shall cease not acquire any Outstanding Shares or Outstanding Equity Instruments pursuant thereto. Any termination or expiration shall be without prejudice to use B’s trademarks and intellectual property; and The obligations of any remedies available to the Parties under this Agreement or under law for breach of a contractual obligation, it being understood, however, that the following Clauses non-breaching Party shall be entitled to claim solely direct damages of the non-breaching Party pursuant to this Agreement. Nothing in this Agreement shall, however, limit a Party’s liability for fraud or willful misconduct. If this Agreement is, as a result of a Competing Offer or a Competing Proposal, terminated by the Company on the basis of Section ‎6.2(a) or by the Offeror on the basis of Section 6.3(a), the Company shall pay to the Offeror a termination fee of USD $4,500,000 as compensation for the Offeror’s reasonable costs for the evaluation, negotiation and Articles preparation of the Tender Offer. Such termination fee shall survive be paid by the Company upon termination or expiration of this Agreement in accordance with their terms orimmediately available funds to a bank account identified by the Offeror. If this Agreement is terminated by the Company on the basis of Section 6.2 as a result of a Competing Offer, if no term is specified, indefinitely: Clauses 16.5 and 16.6 and Articles 17, 18 and 19. 19.2 If the termination is Offeror nevertheless confirms its intention to enhance the Tender Offer in respect of certain Products or Territory onlywriting, the provisions in Clause 19.1 Company shall apply only allow the Offeror the possibility to conduct further due diligence on terms equal to those Products or Territory. 19.3 The Parties have considered applied with respect to the possibility of expenditures necessary for third party offeror making said Competing Offer, provided that 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 Company shall not be liable required to make allow the Offeror to conduct further diligence if the Company has entered into a definitive agreement providing for a Competing Offer, provided, further that the Offeror shall be treated (i) on the same terms as any payment of damages or compensation other third party in connection with making unsolicited offers under such other definitive agreement (including with respect to Distributor on account of termination of this Agreement only if Xxxxxx is not liable for diligence and information access) and (ii) in accordance with the principles set forth in the Helsinki Takeover Code. Notwithstanding the termination of this Agreement, the following Sections shall survive: ‎5.6, 6.4 and ‎7 and, in the event the Tender Offer is completed, also the following Sections shall survive: ‎2.5, ‎5.7, 5.8 and 5.9. 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. 19.1 In the event case of any termination or expiration of this Agreement for Agreement, the Offeror shall promptly (and in any reason: B event within 24 hours following such termination or any person designated by B may at its discretion re-purchase any or all inventory of expiration) withdraw 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, Tender Offer and shall cease not acquire any Outstanding Shares or Outstanding Equity Instruments pursuant thereto. Any termination or expiration shall be without prejudice to use B’s trademarks and intellectual property; and The obligations of any remedies available to the Parties under this Agreement or under law for breach of a contractual obligation, it being understood, however, that the following Clauses non-breaching Party shall be entitled to claim solely direct damages of the non-breaching Party pursuant to this Agreement. Nothing in this Agreement shall, however, limit a Party’s liability for fraud or willful misconduct. If this Agreement is, as a result of a Competing Offer or a Competing Proposal, terminated by the Company on the basis of Section 6.2(a) or by the Offeror on the basis of Section 6.3(a), the Company shall pay to the Offeror a termination fee of USD $4,500,000 as compensation for the Offeror’s reasonable costs for the evaluation, negotiation and Articles preparation of the Tender Offer. Such termination fee shall survive be paid by the Company upon termination or expiration of this Agreement in accordance with their terms orimmediately available funds to a bank account identified by the Offeror. If this Agreement is terminated by the Company on the basis of Section 6.2 as a result of a Competing Offer, if no term is specified, indefinitely: Clauses 16.5 and 16.6 and Articles 17, 18 and 19. 19.2 If the termination is Offeror nevertheless confirms its intention to enhance the Tender Offer in respect of certain Products or Territory onlywriting, the provisions in Clause 19.1 Company shall apply only allow the Offeror the possibility to conduct further due diligence on terms equal to those Products or Territory. 19.3 The Parties have considered applied with respect to the possibility of expenditures necessary for third party offeror making said Competing Offer, provided that 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 Company shall not be liable required to make allow the Offeror to conduct further diligence if the Company has entered into a definitive agreement providing for a Competing Offer, provided, further that the Offeror shall be treated (i) on the same terms as any payment of damages or compensation other third party in connection with making unsolicited offers under such other definitive agreement (including with respect to Distributor on account of termination of this Agreement only if Xxxxxx is not liable for diligence and information access) and (ii) in accordance with the principles set forth in the Helsinki Takeover Code. Notwithstanding the termination of this Agreement, the following Sections shall survive: 5.6, 6.4 and 7 and, in the event the Tender Offer is completed, also the following Sections shall survive: 2.5, 5.7, 5.8 and 5.9. 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. 19.1 (a) In the event this Agreement is terminated in its entirety by either Party or by the mutual written agreement of both Parties or this Agreement expires, at least the following shall be the consequences of any such termination or expiration: 41 *** Confidential Treatment Requested (i) Mallinckrodt shall end, and shall take all necessary steps to ensure that its Affiliates and all Third Parties acting hereunder on its behalf end, all Promotional activities hereunder with respect to the Product on and as of the effective date of termination or expiration or on such earlier date as the Parties shall agree, and control of all Promotional activities with respect to the Products will revert exclusively to Horizon, (ii) Mallinckrodt shall return, and shall take all necessary steps to ensure that its Affiliates and all Third Parties acting hereunder on its behalf return, to Horizon or its designee all undistributed Product samples and undistributed Promotional Materials, and each Party shall return to the other Party copies of all Compliance Materials of the other Party and all embodiments of any Proprietary and Confidential Information of the other Party, (iii) the JMC shall cease operation and be disbanded on and as of the effective date of any termination or expiration, (iv) Horizon shall purchase from Mallinckrodt all of its undistributed and returned inventory of Product samples and Promotional Materials relative to the Product, at Mallinckrodt’s actual cost of acquisition hereunder for such inventories from Horizon, taking into account the effect of the provisions of Section 6.4 hereof, (v) Mallinckrodt shall, subject to and in accordance with the applicable provisions of Section 7.2, remain eligible to receive payment from Horizon of the Residual Fee after any expiration or termination of this Agreement, except in the case of termination of this Agreement by Horizon pursuant to Section 4.2(b), the penultimate sentence of Section 4.4(a) or Section 8.2(h), or if it is determined that Mallinckrodt has taken any actions that are in violation of the covenant set forth in Section 6.5, and (vi) no termination or expiration of this Agreement for shall affect any reason: B obligations, including (but not limited to) any obligations of payment, by one Party to the other Party that have accrued prior to the effective date of termination or expiration or that may accrue through the exercise by Mallinckrodt of its rights under Section 7.3(b) at any person designated time after such effective date of termination or expiration. (b) In addition to the consequences of termination enumerated above in Section 8.3(a), as they may be applicable, the Parties will, in good faith and in the event of any termination of this Agreement, take such additional actions as may be necessary to conclude any relevant business and matters hereunder in a manner that is consistent with the intent and business objectives of both Parties as reflected by B the terms and conditions hereof. (c) In the event of any termination of this Agreement and except as may at its discretion re-purchase otherwise specifically be provided herein, no termination fee, liquidated damages or penalty of any or all inventory kind shall be owed by either Party to the other Party solely by virtue of the Products remaining in Distributor’s possession whichexercise of any right of termination. (d) Upon expiration or termination of this Agreement, in B’s sole opinion, are in good condition all rights 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 this Agreement shall terminate, except that the following Clauses and Articles provisions shall survive the termination or expiration hereof: Sections 2.3, 4.6(d) (for a period of this Agreement in accordance with their terms orone (1) year after the date of such expiration or termination), if no term is specified4.7(e), indefinitely: Clauses 16.5 6.5 (for a period of one hundred eighty (180) days following expiration or termination), 7.1 (until all payment obligations thereunder have been settled), 7.2 (until all payment obligations thereunder have been settled), 7.3 (for the period after the date of such expiration or termination specified therein), 8.3 and 16.6 9.4 and Articles 17I (for interpretational purposes), 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 XI (for the performance period after the date of the terms of this Agreement such expiration or termination specified therein), XII 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 XIII. Neither expiration nor termination of this Agreement only if Xxxxxx is not liable for the termination shall relieve either party 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 obligation accruing prior to termination such expiration or expiration, upon termination or expiration, neither Party shall have any further obligation to the other Party under this Agreementtermination.