Destruction of Copies. Licensee shall erase the Software from the storage media of any Designated Equipment prior to disposing of or retiring such equipment from active use or in the event of termination of this Agreement. Licensee also must destroy all other copies upon such termination. 4.5
Destruction of Copies. Within 30 days following the last day of the Licence Period with respect to such Included Film, Licensee shall, at Licensor’s option, either (a) erase or degauss all Copies and shall supply Licensor with a certification of erasure or degaussing of such Copies, or (b) return such Copies to Licensor at the Licensee’s cost at the address set forth for Licensor in Article 23 or such other address as Licensor may advise in writing from time to time. Notwithstanding the foregoing, if the parties agree that an Included Film will subsequently be made available to Licensee from Licensor for inclusion on the Licensed Service, Licensor may give Licensee the option of archiving (but not distributing) such Included Film until such time as it is again available for distribution by Licensee. Except as otherwise provided in this Agreement, Licensee shall be responsible to determine, collect, bear, remit, and pay, and shall hold Licensor forever harmless from and against any and all taxes (including interest and penalties on any such amounts) required to be paid to any third party now or hereafter levied or based upon the licensing, rental, importation, delivery, exhibition, possession, distribution, or use hereunder to or by Licensee of the Included Films, or any print, Copy or Advertising Materials of an Included Film, including, all Sales Taxes arising in connection with this Agreement. Licensee is not liable for any of the taxes imposed by applicable law on Licensor based on Licensor’s income under this Agreement (including but not limited to net income, gross receipts taxes and/or franchise taxes) and all such taxes shall be the sole financial responsibility of Licensor. All License Fees and other payments due from Licensee to Licensor under this Agreement are exclusive of and unreduced by Sales Taxes. Licensee shall pay to Licensor any Sales Taxes that are owed by Licensee solely as a result of entering into this Agreement and which are required to be collected from Licensee by Licensor under applicable law. Where applicable law requires Licensee to self-assess or reverse-charge Sales Taxes, Licensee shall be solely responsible for complying with such law. All Licence Fees and other payments due from Licensee to Licensor shall be exclusive of and made free and clear of and without deduction or withholding for or on account of any tax, duty or other charges, of whatever nature imposed by any taxing or governmental authority unless such deduction or withholding is requ...
Destruction of Copies. Within 90 days after the Effective Time, to the extent it is technically and legally able to do so, Seller shall destroy Seller’s copies of all tangible assets that were acquired by Seller when it purchased the Company on June 12, 2012 and all tangible assets acquired, developed, designed, or produced for use with such assets since June 12, 2012, including all Company email backups, customer contact information and Contracts, whether or not terminated or expired, other than (i) copies of all such assets which shall be delivered to Parent at the Closing, (ii) in connection with the Copy Exceptions.
Destruction of Copies. If the Disclosing Party so requests in writing, the Receiving Party shall immediately: return, destroy or permanently erase all copies of such Confidential Information made by the Receiving Party and certify in writing to the Disclosing Party that it has complied with the requirements of this section; use all reasonable endeavours to procure that anyone to whom the Receiving Party has supplied any such Confidential Information returns, destroys or permanently erases such Confidential Information and any copies made by them, in each case save to the extent that: the Receiving Party, or anyone to whom the Receiving Party has supplied any such Confidential Information, is required to retain any such Confidential Information by any applicable Law or by any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policy; or the Confidential Information has been disclosed by the Receiving Party under Section 3.1(b) above. Notwithstanding the foregoing, the Receiving Party and its Representatives shall be entitled to retain Secondary Information provided that it is kept confidential in accordance with provisions of this Agreement. Confidentiality Period The obligations in this Agreement shall survive the termination of any discussions or negotiations between the Parties with respect to the Commercial Partnership but shall only be effective for the period set out in Section 9. No Representation; Consequences of Breach, etc Receiving Party acknowledges and agrees with the other that: neither the Disclosing Party nor any of its Representatives: make any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completeness of any of the Confidential Information or any other information supplied by the Disclosing Party or any Person on the Disclosing Party's behalf or the assumptions on which it is based; or shall be under any obligation to update or correct any inaccuracy in the Confidential Information or any other information supplied by the Disclosing Party or any Person on the Disclosing Party's behalf or be otherwise liable to the Receiving Party or any other Person in respect of the Confidential Information or any such information; and the Disclosing Party and/or any of its Affiliates may be irreparably harmed by the breach of the terms of this Agreement and damages may not be an adequate remedy, and, therefore, the Disclosing Party and/or any of its Affiliate(s)...
