Consequences of Withdrawal and Termination. 25.1 If any Police Service withdraws from this Agreement in accordance with Clause 24.2 then, in recognition of the potential administrative and financial repercussions for the other Police Services,
25.1.1 each of the withdrawing Parties shall:
25.1.1.1 subject to Clause 23, use its best endeavours to arrange for any assets held by it for or on behalf of the Xxxxxxx Delivery Team to be transferred to a Party nominated by the Management Board who shall hold the assets for or on behalf of the Xxxxxxx Delivery Team;
25.1.1.2 comply with the provisions of Schedule 5 concerning the return of Police Data (if any);
25.1.1.3 save as set out in Schedule 2, waive any entitlement or claim to any assets held by any Party for and on behalf of the Xxxxxxx Delivery Team or transferred by them to any Party to hold for and on behalf of the Xxxxxxx Delivery Team;
25.1.1.4 continue to be liable for all Financial Contributions and Resource Contributions due from it until the date of expiry of the notice given in accordance with Clause 24.2.2.
25.1.2 Where the withdrawing Party is the Lead Policing Body, the provisions of Clauses 23.3 and 23.4 shall apply; and
25.1.3 the other Parties shall comply with the provisions of Schedule 5 regarding the return of Police Data (if any).
25.2 If a Police Service withdraws from this Agreement in accordance with Clause 24.2 the licence granted in Clause 17.2 shall continue save that the withdrawing Parties shall not be permitted to sub-license, sell, rent, lease, distribute or otherwise commercially exploit the Intellectual Property in the Xxxxxxx brand name and logo without the consent in writing of the other Parties.
25.3 If this Agreement expires or is terminated in accordance with Clause 24.1 or Clause 24.3:
25.3.1 the Parties shall cause the Xxxxxxx Programme to be wound up. Any surplus monies after payment of any creditors or liabilities shall be divided in accordance with any Funding Conditions and in the event of any deficiency the Parties shall bear the deficiency in the same proportion;
25.3.2 each Party shall comply with the provisions of Schedule 5 regarding the return of Police Data (if any);
25.3.3 the Parties shall use their best endeavours to co-operate and provide mutual support to each other to enable a smooth termination of this Agreement and/or winding up of the Xxxxxxx Programme and, where appropriate, the transition to any new arrangements;
25.3.4 the Parties shall take all steps to promptly dispose of any property, e...
Consequences of Withdrawal and Termination. (a) The exercise by Purchasers and/or Segece of their respective rights of withdrawal and termination in terms of this Article XI shall be without sanction or penalty whatsoever to any of the Parties. All costs and expenses incurred by the Parties prior to the effective date of the termination of the Agreement and/or the Ancillary Agreements as aforesaid shall be for their own cost and account, and no rights of reimbursement, compensation or indemnity shall exist in that event.
(b) Upon the notice of withdrawal becoming effective as contemplated in Section 11.4 above, this Agreement and all the Ancillary Agreements shall be deemed to have been terminated by mutual consent and shall be of no further force and effect.
(c) However, if a notice of withdrawal has become effective in respect of an individual Acquired Company only, or in respect of the Acquired PCMP Shares only, then and in such event this Agreement and the Ancillary Agreements shall be deemed to have been modified and amended in such manner that all references to the relevant Acquired Company shall be deleted.
Consequences of Withdrawal and Termination. (a) In case of a rescission, withdrawal or termination, this Agreement and all agreements relating thereto, shall terminate simultaneously with this Agreement except for the provisions set forth in Section 22, (Confidentiality), Section 24 (Costs and Fees, Transfer Taxes), Section 25 (Governing Law and Arbitration), and Section 26 (Final Provisions) of this Agreement, which shall continue in full force and effect, and the Parties hereby waive all such claims they may have against each other in connection with such termination, except as provided otherwise in this Agreement or for any liability of any Party for damages for willful misconduct (Vorsatz).
(b) If either the Purchasers on the one hand or the Sellers on the other hand are entitled to withdraw from this Agreement pursuant to Section 12.3.1 due to a breach of contract by another Party or Parties, it is entitled to claim damages for breach of contract from such other Party or Parties in addition to exercising its rescission right.
(c) In any event, the rescission, termination or withdrawal shall not affect any rights or claims of a Party that have accrued (entstanden) before the consequences of termination have come into effect due to a breach of any other obligations under this Agreement.
(d) In case of a rescission, withdrawal or termination of this Agreement, the Parties are obligated to return or destroy all documents received from the respective other Party, to keep secret all confidential information they have received in connection with the transactions contemplated by this Agreement and shall not use any such information for their own purposes. Sellers’ and the Purchasers’ legal counsel shall be exempt from the obligation to return or destroy such documents to the extent such documents are part of their permanent files.
Consequences of Withdrawal and Termination. (a) The exercise by Purcahsers of their rights of withdrawal and termination in terms of this Article XIV shall be without sanction or penalty whatsoever to any of the Parties. All costs and expenses incurred by the Parties prior to the effective date of the termination of the Agreement and/or the Ancillary Agreements as aforesaid shall be for their own cost and account, and no rights of reimbursement, compensation or indemnity shall exist in that event.
(b) Upon the notice of withdrawal becoming effective as contemplated in Section 14.4 above, this Preliminary Agreement and all the Ancillary Agreements, insofar as they pertain to the relevant Development Company, shall be deemed to have been terminated by mutual consent and shall be of no further force and effect.
