Continuation of Sublicenses upon Termination of this Agreement Sample Clauses

Continuation of Sublicenses upon Termination of this Agreement. If the licenses granted to Sarepta under Section 7.1 are terminated by Summit prior to expiration of the Term pursuant to Section 13.2.2, then, at the request of any Sublicensee who is not then in breach of its sublicense agreement, Summit will enter into, without any assistance by Sarepta, a direct license agreement with such Sublicensee under the Summit Technology that is sublicensed to such Sublicensee with substantially the same scope as set forth in such sublicense agreement between Sarepta and such Sublicensee; provided, however, that [**].
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Continuation of Sublicenses upon Termination of this Agreement. If the License granted to GEHC under Section 3.1.1 (License to GEHC) and the sublicenses granted to Sublicensees terminate pursuant to Section 12.3 (Termination by Either Party for Breach) or Section 12.6 (Termination for Insolvency), then, at the request of any Sublicensee who is not then in breach of its Sublicense Agreement and is otherwise in good standing, LMI will enter into, without any assistance by GEHC, a direct license agreement with such Sublicensee under the Licensed Technology that is sublicensed to such Sublicensee on substantially the same terms, i.e., provides Sublicensee and LMI (as a substitute thereunder for GEHC) the same rights and obligations, as set forth in such Sublicense Agreement between GEHC and such Sublicensee effective as of the date of termination of the Sublicense Agreement granted to Sublicensee by GEHC; provided, however, that (a) such direct license agreement would not impose on LMI any obligations over and above its obligations under this Agreement and would not impose on any such Sublicensee any obligations over and above its obligations under the applicable Sublicense Agreement, and (b) as consideration for such direct license, the direct license agreement would require Sublicensee to pay LMI the same amount as LMI would have received from GEHC (had this Agreement survived) as a result of the Sublicensee’s performance under such Sublicense Agreement. During the pendency of any negotiation of a direct license agreement between LMI and the applicable Sublicensee in accordance with this Section 3.2.4 (Continuation of Sublicenses Upon Termination of this Agreement), so as to ensure no disruption in the rights granted to such Sublicensee, such Sublicensee is hereby licensed to continue to exercise its rights and will continue to perform its obligations, in each case, as set forth under such Sublicense Agreement and the applicable terms under such Sublicense Agreement will apply mutatis mutandis to LMI rather than GEHC, except that LMI will not have any obligations over and above its obligations under this Agreement. As provided in this Section 3.2.4 (Continuation of Sublicenses Upon Termination of this Agreement), in the event of any termination of this Agreement, LMI will not have the right to terminate or otherwise restrict any rights granted to a Sublicensee that is not also in breach of this Agreement or the applicable Sublicense Agreement.
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Continuation of Sublicenses upon Termination of this Agreement. If the license granted to Licensee under Section 2.1 (Exclusive License Grant) terminates, then, each sublicense granted to an Affiliate will automatically and immediately terminate and at the request of any Sublicensee who is not then in breach of its sublicense agreement, Licensor will negotiate in good faith with such Sublicensee to reach agreement on the terms of a direct license to such Sublicensee under the Licensor Technology that is sublicensed to such Sublicensee on substantially the same terms (i.e., terms that provide Sublicensee the same rights and imposes on Sublicensees the same obligations, in each case, as set forth in such sublicense agreement between Licensee and such Sublicensee) effective as of the date of termination of the sublicense agreement granted to Sublicensee by Licensee; provided, however, that (a) such direct license agreement would not impose on Licensor any obligations over and above its obligations under this Agreement, and (b) as consideration for such direct license, the direct license agreement would require Sublicensee to pay Licensor the same amount as Licensee would have received from the applicable Sublicensee (had this Agreement survived) as a result of the Sublicensee’s performance under such sublicense agreement.
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Related to Continuation of Sublicenses upon Termination of this Agreement

  • Reimbursement of Expenses upon Termination of Agreement If this Agreement shall be terminated by the Company pursuant to any of the provisions hereof or if for any reason the Company shall be unable to perform its obligations or to fulfill any conditions hereunder or if the Underwriters shall terminate this Agreement pursuant to Section 7 hereof or this Agreement is terminated pursuant to the second sentence of Section 8 hereof, the Company shall reimburse the Underwriters for all out-of-pocket expenses (including the fees, disbursements and other charges of counsel to the Underwriters) reasonably incurred by them in connection herewith; provided, however, that the Company shall not be obligated to reimburse the expenses of any defaulting Underwriter under Section 8 hereof.

  • Actions Upon Termination Upon the termination of this Agreement, Issuer shall remove all references to any ODB Name, Branding and Content from the Issuer Site or Issuer Content and terminate all links on the Issuer Site to any ODB Site. ODB shall remove all references to Issuer Name, Branding and Content and terminate all links on the ODB Site to any Issuer Site. Each Party shall promptly return all Confidential Information, documents, manuals and other materials stored in any form or media (including but not limited to electronic copies) belonging to the other Party, except as may be otherwise provided in this Agreement or required by Law.

  • Survival Upon Termination If this Agreement is terminated pursuant to this Article 11, such termination will be without any further liability or obligation of any party hereto, except as provided in Section 6.4, Section 7.3, Section 7.7, Article 10, Section 11.5 and Section 11.6.

  • Term; Termination of Agreement This Agreement shall continue in force for a period of one year from the date hereof, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Independent Directors to evaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.

  • Effect of Termination of Agreement The provisions of Section 4.00 will survive any termination of this Agreement and the existence of any claim or cause of action by the Executive against the Company or any Group Member, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Group, the Company or any other Group Member of the covenants and agreements of this Section 4.00; provided, however, that this Section 4.11 will not, in and of itself, preclude the Executive from defending against the enforceability of the covenants and agreements of Section 4.00.

  • Rights Upon Termination Except as expressly provided in Section 6, upon the termination of the Executive’s Employment pursuant to this Section 5, the Executive shall only be entitled to the compensation, benefits and reimbursements described in Sections 2, 3 and 4 for the period preceding the effective date of the termination. The payments under this Agreement shall fully discharge all responsibilities of the Company to the Executive.

  • Survival of Obligations Upon Termination of Financing Arrangements Except as otherwise expressly provided for in the Loan Documents, no termination or cancellation (regardless of cause or procedure) of any financing arrangement under this Agreement shall in any way affect or impair the obligations, duties and liabilities of the Credit Parties or the rights of Agent and Lenders relating to any unpaid portion of the Loans or any other Obligations, due or not due, liquidated, contingent or unliquidated, or any transaction or event occurring prior to such termination, or any transaction or event, the performance of which is required after the Commitment Termination Date. Except as otherwise expressly provided herein or in any other Loan Document, all undertakings, agreements, covenants, warranties and representations of or binding upon the Credit Parties, and all rights of Agent and each Lender, all as contained in the Loan Documents, shall not terminate or expire, but rather shall survive any such termination or cancellation and shall continue in full force and effect until the Termination Date; provided, that the provisions of Section 11, the payment obligations under Sections 1.15 and 1.16, and the indemnities contained in the Loan Documents shall survive the Termination Date.

  • Obligations Upon Termination Upon termination of this Agreement, either party shall, at the request of the other party, return any document, material, database, equipment, or software containing the Confidential Information to the other party. If, for any reason, such document, material, database, equipment, or software cannot be returned, either party shall destroy all the Confidential Information belonging to the other party and delete such Confidential Information from any memory devices. No party shall be permitted to continue using the Confidential Information in any way after the termination of this Agreement.

  • Amendment or Termination of Agreement This Agreement may be changed or terminated only upon the mutual written consent of the Company and Executive. The written consent of the Company to a change or termination of this Agreement must be signed by an executive officer of the Company after such change or termination has been approved by the Board.

  • Liability Upon Termination If this Agreement shall be terminated pursuant to Section 8 hereof, the Company shall not then be under any liability to any Underwriter except as provided in Sections 5 and 7 hereof; but, if for any other reason, the Certificates are not delivered by or on behalf of the Company as provided herein, because the Company fails to satisfy any of the conditions set forth in Section 4 hereof or because of any refusal, inability or failure of the Company to perform any agreement herein or to comply with any provision hereof, other than by reason of a default by the Underwriters, the Company will reimburse the Underwriters for all out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Certificates, but the Company shall then be under no further liability to any Underwriter with respect to such Certificates except as provided in Section 5 and Section 7 hereof.

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