Continuing Obligations Upon Termination Sample Clauses

Continuing Obligations Upon Termination. Upon the termination of this Agreement by any means (but subject to Owner’s rights of set off for any claims of Owner under section 2.2(b)): (a) Owner shall remain bound by all contracts entered into by Manager in the name of Owner within the limitations contained in this Agreement and hereby agrees and acknowledges that it shall remain obligated to the Manager for all management fees earned by the Manager through the date of termination and for all reimbursements due to the Manager pursuant to this Agreement. (b) Manager shall remain obligated: (i) To render to Owner a final accounting of income and expenses of the Project as provided in this Agreement. (ii) To deliver to Owner all income and all security deposits from the Project which have been entrusted to Manager and not previously refunded after reimbursement of all expenses and payment of all management fees which Manager is entitled to receive. (iii) To deliver to Owner all keys, books and records, contracts, leases, receipts, unpaid bills and other documents relative to the Project which are in Manager’s possession or have otherwise been entrusted to Manager and have not been previously returned. (iv) To use reasonable efforts and to cooperate with Owner (and at no additional cost to Owner) to cause an orderly transition of the management of the Project without detriment to the rights of Owner or to the continued management of the Project.
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Continuing Obligations Upon Termination. In the event of notice of termination of this Agreement or the Contract, Participating Provider shall continue to schedule and honor existing appointments of Enrollees until the effective date of termination. As of the effective date of termination of this Agreement or the Contract, the provisions of this Agreement shall be considered of no further force or effect whatsoever and each of the parties shall be relieved and discharged here from, except that: a) termination shall not affect any rights or obligations that have previously accrued or shall thereafter arise with respect to any occurrence prior to the effective date of termination and any such rights and obligations shall continue to be governed by the terms of this Agreement; b) unless Contractor or the HCA makes other reasonable and medically appropriate provision for the performance of services, Provider shall complete all Covered Services begun (but not completed) prior to termination.
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Continuing Obligations Upon Termination. After the dissolution, liquidation or termination of the Company, each Member shall remain liable to the other Member, and shall indemnify such other Member for, its proportionate share of any Continuing Obligations, including but not limited to Environmental Liabilities, incurred by the liable and indemnifying Member arising out of or relating to the Company and for any liability, whether accruing before or after the dissolution, liquidation or termination of the Company, arising out of Operations conducted or any other matter occurring prior thereto. For purposes of this Section 4.2, a Member's share of such liability shall be equal to its Ownership Interest at the time that the Operations or other matter giving rise to such liability occurred, after first taking into account any prior reduction, readjustment and restoration of Ownership Interests pursuant to Section 4.4, 10.5, 10.6 or 11.5 of the LLC Operating Agreement and notwithstanding that either Member has previously resigned or been deemed to have resigned from the Company or that its Ownership Interest has been reduced or converted to an interest in Net Proceeds pursuant to Subsection 4.4(a) of the LLC Operating Agreement. Nothing in this Section 4.2 shall be deemed to waive or diminish the limitations of liability provided for by the Act.
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Continuing Obligations Upon Termination. No termination of this Agreement, including any termination set forth in Section 8.2 or 6.2, shall relieve or discharge Borrower of its obligations, duties and covenants hereunder until such time as all Obligations to Lender have been indefeasibly paid and satisfied in full. Without limiting the generality of the foregoing, all security interests and liens of Lender in and upon all then-existing and thereafter-arising or acquired Collateral, and all warranties, representations, covenants, agreements and waivers of Borrower, shall continue in full force and effect until released and terminated by Xxxxxx in writing after full and final payment of all Obligations.
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Continuing Obligations Upon Termination. Upon the termination of this Agreement by any means, the following obligations shall continue:
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Continuing Obligations Upon Termination. Neither CyberRetail nor Vendor shall be liable to the other on account of any termination or expiration of the Agreement for reimbursement or damages for loss of goodwill, prospective profits or anticipated orders, or on account of any expenditures, investments, or commitments made by either CyberRetail or Vendor, or for any other reason whatever; provided, however, that each Party shall be responsible for any continuing commitments, obligations or contracts existing or entered into prior to the delivery of such notice of termination.
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Continuing Obligations Upon Termination. Upon the expiration of the Term or the earlier termination of this Agreement pursuant to Section 3.5 or by written agreement of the parties (the "Termination Date") the following obligations shall be deemed to continue and shall survive such Termination Date: (a) The obligation to pay fees and amounts as set forth herein; (b) The indemnities contained in Article VIII; and (c) The obligations of the parties pursuant to the applicable Governing Agreements, if any, which shall continue until terminated as provided therein.
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Continuing Obligations Upon Termination. 4 ARTICLE III: BUSINESS PLAN, BUDGET AND ACCOUNTING.......................4
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Continuing Obligations Upon Termination. Notwithstanding the termination of Executive's employment pursuant to any provision of this Agreement, the Parties shall be required to carry out any provisions of this Agreement which contemplate performance by them subsequent to such termination. In addition, no termination shall affect any liability or other obligation of either party which shall have accrued prior to such termination, including, but not limited to, any liability, loss or damage on account of breach. No termination of employment or this Agreement shall terminate the obligations of Executive under Section 6 of this Agreement. The existence of any claim or cause of action of the Executive against the Company, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by the Company of the restrictions, covenants and agreements contained in this Agreement.
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Related to Continuing Obligations Upon Termination

  • 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.

  • Actions Upon Termination In the event of termination not the fault of the Contractor, the Contractor shall be paid for the services properly performed prior to termination, together with any reimbursable expenses then due, but in no event shall such compensation exceed the maximum compensation to be paid under the Contract. The Contractor agrees that this payment shall fully and adequately compensate the Contractor and all subcontractors for all profits, costs, expenses, losses, liabilities, damages, taxes, and charges of any kind whatsoever (whether foreseen or unforeseen) attributable to the termination of this Contract. Upon termination for any reason, the Contractor shall provide Seattle with the most current design documents, contract documents, writings and other product it has completed to the date of termination, along with copies of all project-related correspondence and similar items. Seattle shall have the same rights to use these materials as if termination had not occurred.

  • Company Obligations upon Termination Upon termination of Executive’s employment pursuant to any of the circumstances listed in this Section 3, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) any expense reimbursements owed to Executive pursuant to Section 2(e); and (iii) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements (collectively, the “Company Arrangements”). Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy shall be to receive the payments and benefits described in this Section 3(c) or Section 4, as applicable.

  • Rights and Obligations Upon Termination If Huron Valley Schools terminates this Contract for any reason, the Contractor must: (i) stop all work as specified in the notice of termination; (ii) take any action that may be necessary, or that Huron Valley Schools may direct, to preserve and protect deliverable(s) or other Huron Valley Schools property in the Contractor's possession; (iii) return all materials and property provided directly or indirectly to the Contractor by any entity, agent, or employee of Huron Valley Schools; (iv) transfer title in and deliver to Huron Valley Schools, unless otherwise directed, all deliverable(s) intended to be transferred to Huron Valley Schools at the termination of the Contract (which will be provided to Huron Valley Schools on an "As-Is" basis except to the extent Huron Valley Schools compensated the Contractor for warranty services related to the materials); (v) to the maximum practical extent, take any action to mitigate and limit potential damages, including terminating or limiting subcontracts and outstanding orders for materials and supplies; and (vi) take all appropriate action to secure and maintain Huron Valley Schools information confidentially. If Huron Valley Schools terminates this Contract under Section 7(b), Termination for Convenience, Huron Valley Schools must pay the Contractor all charges due for deliverable(s) provided before the date of termination and, if applicable, as a separate item of payment, for work-in-progress, based on a percentage of completion determined by Huron Valley Schools. All completed or partially completed deliverable(s) prepared by the Contractor, at the option of Huron Valley Schools, become Huron Valley Schools property, and the Contractor is entitled to receive equitable compensation for those deliverable(s). Regardless of the basis for the termination, Huron Valley Schools is not obligated to pay or otherwise compensate the Contractor for any lost expected future profits, costs, or expenses incurred with respect to deliverable(s) not actually completed. If Huron Valley Schools terminates this contract for any reason, Huron Valley Schools may assume, at its option, any subcontracts and agreements for deliverable(s), and may pursue completion of the deliverable(s) by replacement contract or as Huron Valley Schools deems expedient.

  • 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.

  • Obligations of Company Upon Termination (a) In the event of the termination of Executive's employment pursuant to Section 7 (a), (b), (c) or (e), Executive will be entitled only to the compensation earned by him hereunder as of the date of such termination (plus life insurance or disability benefits if applicable and provided for pursuant to Section 4(c)). (b) In the event of the termination of Executive’s employment pursuant to Section 7 (d) or (f), Executive will be entitled to receive in one lump sum payment the full remaining amount under the Term of this Agreement to which he would have been entitled had this Agreement not been terminated.

  • 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.

  • Term; Termination; Rights on Termination The term of this Agreement shall begin on the date hereof and continue for three (3) years, and, unless terminated sooner as herein provided, shall continue thereafter on a year-to-year basis on the same terms and conditions contained herein in effect as of the time of renewal (such initial three year period and any extensions thereof being referred to herein as the "Term"). This Agreement and Employee's employment may be terminated in any one of the following ways:

  • Payments Upon Termination A. Upon termination of the Executive's employment hereunder, the Company shall be obligated to pay and the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary to the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

  • 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.

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