Duties and Rights Upon Termination Sample Clauses

Duties and Rights Upon Termination. Upon termination of this Agreement, Merchant shall promptly submit to HSBC all Card Sales, Sales Slips, Credit Slips and other transaction documents or data made through the date of termination. In addition, Merchant shall promptly return all computer hardware and software, remote data entry terminals and peripherals and other equipment provided by HSBC in good working order and Merchant shall de-install from its operating system any program files provided by HSBC to Merchant. HSBC is not liable to Merchant for any direct or consequential damages that Merchant may suffer as a result of HSBC’s termination of this Agreement.
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Duties and Rights Upon Termination. Upon termination of this Agreement, Merchant will promptly submit to Household all Card Sales, Sales Slips, credits and other data made through the date of termination. Household is not liable to Merchant for any direct damages that Merchant may suffer as a result of Household's termination of this Agreement as provided in this Agreement. In the event this Agreement is terminated for any reason or notice of termination is given by either party, Household may take such other reasonable actions including but not limited to establishing and maintaining a reserve from payments otherwise payable to Merchant to protect Household's rights under this Agreement and to cover Chargeback amounts and other amounts owing to Household. e.
Duties and Rights Upon Termination. Upon termination of this Agreement, Merchants will promptly submit to Household all Card Sales, Sales Slips, credit and other data made through the date of termination. Household is not liable to Merchants for any incidental or consequential damages that Merchants may suffer as a result of Household's termination of this Agreement. Commencing on the ninety-first day following the effective date of termination of this Agreement, Merchants shall pay to Household, monthly, within ten (10) days of Household's request, a liquidation fee in the amount of $5.00 per Month for each Account for which Household processes a statement during such Month, until such time as the outstanding Account Balances are liquidated and paid in full. In the event this Agreement is terminated for any reason or notice of termination is given by either party, Household may deduct amounts owed to it by Merchants from the Portfolio Reserve and take such other reasonable actions including but not limited to establishing and maintaining additional reserves from payments otherwise payable to Merchants to protect Household's rights under this Agreement and to cover chargeback amounts and other amounts owing to Household. In the event that this Agreement is terminated by Merchants under Section 16.b(iv)(d), then Merchants shall pay Household a termination fee (the "Termination Fee") equal to a percentage of the Account Balances on the effective date of the Termination. The percentage used to determine the Termination Fee shall depend upon when this Agreement is terminated by Merchants due a material change in the ownership of Merchants or of the Merchants' business. Exhibit B hereto provides a listing of Termination Fees applicable to termination during each year of the Agreement. The provisions of this subsection shall survive the termination of this Agreement.
Duties and Rights Upon Termination. Upon termination of this Agreement, Merchant will promptly submit to Company all Card Sales, Sales Slips, credits and other data made through the date of termination. Neither shall be liable to the other party for any direct or indirect damages that either party may suffer as a result of any rightful termination of this Agreement in accordance with the terms of this Agreement.
Duties and Rights Upon Termination. Upon termination of this Agreement, Merchant shall promptly submit to Household all Card Sales, Sales Slips, Credit Slips and other transaction documents or data made through the date of termination. In addition, Merchant shall promptly return all computer hardware and software, remote data entry terminals and peripherals and other equipment provided by Household, or an Affiliate thereof, in good working order (ordinary wear and tear excepted) to Household or any Affiliate designated by Household, and Merchant shall de-install from its operating system any program files provided by Household to Merchant and return the same to Household or any Affiliate designated by Household. Household is not liable to Merchant for any direct or consequential damages that Merchant may suffer as a result of Household’s termination of this Agreement. The parties agree to fully and completely cooperate with each other in winding up the Program, including but not limited to providing for orderly return of lists, providing for an orderly deconversion and conversion to a successor platform, providing commercially adequate documentation and performing similar tasks.
Duties and Rights Upon Termination. Upon termination of this Agreement, Polaris shall de-install from its operating system any program files provided by HSBC to Polaris. Also upon termination of this Agreement, HSBC will accept no new applications under any Dealer Agreements, will authorize no additional purchases, and will promptly terminate every Dealer Agreement. Neither party will be liable to the other for any direct or consequential damages that either party may suffer as a result of either party’s termination of this Agreement. The termination of this Agreement shall not affect the rights and obligations of the parties with respect to transactions and occurrences that take place prior to the effective date of termination, except as otherwise provided herein. In the event this Agreement is terminated for any reason or notice of termination is given by either party, HSBC may take such other reasonable actions including, but not limited to, establishing and maintaining a reserve (the “Termination Reserve”) from any payments otherwise payable to Polaris to protect HSBC’s rights under this Agreement and to secure amounts due and owing to HSBC. The Termination Reserve shall be in the amount of 100% of the prior 12 Months of uncollected Chargebacks. Upon the purchase of the Accounts pursuant to Section 8d. below, any unused amount in the Termination Reserve shall be paid to Polaris within 60 days of the date of sale. If the Accounts are not purchased, the Termination Reserve shall be maintained and used by HSBC for one (1) year from the termination date or until exhausted, whichever comes first. Any unused amount in the Termination Reserve after said one (1) year shall be paid to Polaris within thirty (30) days of the end of such one (1) year period.
Duties and Rights Upon Termination. Upon termination of this Agreement, Merchant will provide Household records, data and information as provided in SECTION 7 of this Agreement. Household is not liable to Merchant for any direct or consequential damages that Merchant may suffer as a result of Household's termination of this Agreement. In the event this Agreement is terminated for any reason or notice of termination is given by either party, Household may take such other reasonable actions including but not limited to establishing and maintaining a reserve from payments otherwise payable to Merchant to protect Household's rights under this Agreement and to cover Chargeback amounts and other amounts owing to Household. The provisions of this subsection shall survive the termination of this Agreement. d. PURCHASE REQUIREMENT Upon termination of this Agreement, Merchant shall purchase or arrange to purchase by a third party, the Accounts, without recourse to Household and without representations or warranty, express or implied or pay a liquidation fee as described below. The purchase price will be [ ] of the full amount of all the outstanding Account balances, including accrued finance charges on promotions, plus accrued interest from the last billing cycle through the date of sale. The purchase to occur not later than ninety (90) days after the effective date of termination of the Agreement and to be under such terms and conditions as are reasonably
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Duties and Rights Upon Termination. Upon termination of this Agreement, Merchant will promptly submit to Household all Card Sales, Sales Slips, credits and other data and transaction documents made through the date of termination. Household is not liable to Merchant for any direct damages that Merchant may suffer as a result of Household’s termination of this Agreement as provided in this Agreement. In addition, Merchant shall promptly return all computer hardware and software, remote data entry terminals and peripherals and other equipment provided by Household in good working order and Merchant shall de-install from its operating system any program files provided by Household to Merchant.

Related to Duties and Rights Upon Termination

  • Duties Upon Termination Upon termination of this Agreement for any reason, the Contractor shall upon receipt of all sums due and owing, promptly deliver the following in accordance with the directions of the Company: (a) a final accounting, reflecting the balance of expenses incurred on behalf of the Company as of the date of termination; and (b) all documents pertaining to the Company or this Agreement, including but not limited to, all books of account, correspondence and contracts, provided that the Contractor shall be entitled thereafter to inspect, examine and copy all of the documents which it delivers in accordance with this provision at all reasonable times upon three (3) days’ notice to the Company.

  • Rights and Duties Upon Termination 8.1 Upon termination of this Agreement, Eisai shall have the right to retain any sums already paid by Radius hereunder, and Radius shall continue to be obligated to pay all sums accrued hereunder at the time of termination which are then due. 8.2 Upon termination of this Agreement for any reason except material breach by Eisai, Radius shall notify Eisai of the amount of Product Radius then have on hand, the sale of which would, but for termination, be subject to royalty, and Radius shall thereupon be permitted to sell that amount of Product provided that Radius shall pay the royalty thereon at the time herein provided for. 8.3 In either case that Radius terminates this Agreement in accordance with Article 7.2 or that Eisai terminates this Agreement in accordance with Article 7.3, 7.4, 7.5 or 7.6, Radius shall provide or transfer to Eisai all technical information and know-how categorized as Radius Know-How which it possesses at the time of the termination in a timely manner. Thereafter, Eisai shall have a worldwide, royalty-free and perpetual license, under Radius Patents and Radius Know-How, to develop, manufacture, have manufactured, import and sell Compound and Product. In addition to the license to Radius * Confidential Treatment Requested by the Registrant. Redacted Portion Filed Separately with the Commission. Patents and Radius Know-How, Eisai will have the option to assume, to the extent transferable, any third party licenses and agreements relating to the Product without compensation to Radius; this right is independent and subordinate to the rights of such each sublicensee under Article 8.5. 8.4 Termination of this Agreement shall terminate all outstanding rights and obligations between the Parties arising from this Agreement except those described in this Article 8 as well as Articles 1, 4, 5.4 (solely with respect to Product or Semi-Product or bulk Compound material provided by Radius through the date of termination), 5.6 (solely with respect to Product or Semi-Product or bulk Compound material provided by Radius through the date of termination), 6.1, 6.4 (second, third and fourth sentences), 9, 10.2, 11 (solely with respect to Product or Semi-Product or bulk Compound material provided by Radius through the date of termination), and 13-16. 8.5 In the event the licenses granted to Radius under this Agreement terminates for any reason, each of Radius’ sublicensees at such time shall continue to have the rights and license set forth in their sublicense agreements, provided that such sublicensee agrees in writing that: (a) Eisai is entitled to enforce all relevant provisions directly against such sublicensee; and (b) Eisai shall not assume, and shall not be responsible to such sublicensee for, any representations, warranties or obligations of Radius to such sublicensee other than to permit such sublicensee to exercise any rights to the Eisai Patents and Eisai Know-How and Eisai’s undivided interest in Joint Patents that are sublicensed under such sublicense agreement consistent with the terms of Article 2.1 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.

  • 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.

  • 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.

  • Liabilities Upon Termination If this Agreement is terminated for any reason other than those set forth in Section 12.01 or is breached, nothing contained herein shall be construed to limit Seller’s or Buyer’s legal or equitable remedies including, without limitation, damages for the breach or failure of any representation, warranty, covenant or agreement contained herein and the right to enforce specific performance of this Agreement.

  • Duties on Termination If the Executive's termination of employment with the Company occurs during the Employment Period, then, subject to the terms and conditions of this Agreement, during the period beginning on the date of delivery of a notice of termination, and ending on the date of termination, the Executive shall continue to perform his duties as set forth in this Agreement, and shall also perform such services for the Company as are necessary and appropriate for a smooth transition to the Executive's successor, if any. Notwithstanding the foregoing provisions of this paragraph 8, the Company may suspend the Executive from performing his duties under this Agreement following the delivery of a notice of termination providing for the Executive's resignation, or delivery by the Company of a notice of termination providing for the Executive's termination of employment for any reason; provided, however, that during the period of suspension (which shall end on the Executive's date termination), the Executive shall continue to be treated as employed by the Company for other purposes, and his rights to compensation or benefits shall not be reduced by reason of the suspension.

  • Benefits Upon Termination (a) In lieu of any severance that may otherwise be payable to the Executive pursuant to any policies of the Company, whether existing on the date hereof or in effect from time to time hereafter, in the event that the Company terminates the Executive’s employment pursuant to a Termination Without Cause, the Company shall pay the Executive severance payments in an amount equal to 2.0 times the Executive’s Base Salary at the rate in effect at the time of the Executive’s termination of employment. The severance amount shall be paid in accordance with the Company’s payroll over the two year period following the Executive’s termination of employment (the “Severance Period”). Such severance payments shall commence within 60 days after the effective date of the termination, subject to (i) the Executive’s execution and non-revocation of a written release of all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof, substantially in the form attached hereto as Exhibit A (the “Release”), and (ii) the Executive’s continued compliance with the restrictive covenants set forth in Sections 7 and 8 below. The Executive also shall be entitled to any earned but unpaid Base Salary as of the effective date of termination of employment. No other payments shall be made, or benefits provided, by the Company under this Agreement except as otherwise required by law or the Company’s benefit plans. (b) In the event that the Company terminates the Executive’s employment pursuant to a Permanent Disability, the Company shall pay the Executive any earned but unpaid Base Salary as of the date of termination of employment. No other payments shall be made, or benefits provided, by the Company under this Agreement except as otherwise required by law or the Company’s benefit plans. (c) In the event that the Company terminates the Executive’s employment pursuant to a Termination for Cause or the Executive terminates his employment with the Company for any reason (including, without limitation, pursuant to any retirement), the Company shall pay the Executive any earned but unpaid Base Salary as of the date of termination of employment. No other payments shall be made, or benefits provided, by the Company under this Agreement or otherwise except to the extent required by law or the Company’s benefit plans. (d) In the event that the Executive’s employment hereunder is terminated due to the Executive’s death, the Company shall pay the Executive’s executor or other legal representative (the “Representative”) any earned but unpaid Base Salary as of the date of termination of employment. No other payments shall be made, or benefits provided, by the Company whether under this Agreement or otherwise except to the extent required by law or the Company’s benefit plans. (e) The Executive shall not be required to mitigate the severance payments to be made to him hereunder and if the Executive obtains other employment while receiving severance payments hereunder he shall continue to be entitled to the benefits of this Agreement.

  • Rights and Duties upon Termination or Expiration 8.4.1 This Section and the following Sections of this Agreement listed below, shall survive termination or expiration of this Agreement: 3.3.2 Payment Limited to Satisfactory Services 9.1 Ownership of Results 3.3.7(a) Grant Funded Contracts - Disallowance 9.2 Works for Hire

  • Events Upon Termination (a) If this Agreement is terminated, cancelled or ends for any reason, the Operator shall: (i) promptly forward to AHS, all reports required pursuant to the terms of this Agreement; (ii) at the request of AHS, return to AHS any Confidential Information; and (iii) promptly provide to AHS an invoice for any Services provided under the terms of this Agreement up to the date of termination for which it has not been paid. The invoice shall appropriately identify the Services provided to AHS and shall be in such format as required by AHS. (b) Commencing upon any written notice of termination of this Agreement, the Operator will: (i) continue to provide Services in accordance with the terms of this Agreement during the termination assistance period and assist AHS to facilitate the orderly transition and migration of Services to any alternate operator to allow the Services to continue without interruption or adverse effect; (ii) develop, in consultation with AHS, a mutually agreed to termination assistance plan for transition of the Services from the Operator to any alternate operator; and (iii) after this Agreement terminates, provide answers to questions from any alternate operator regarding the Services, systems and any other material provided by the Operator to AHS under this Agreement on an "as needed" basis for a period of three (3) months or such other time period that the Parties agree to.

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