Duties of the Parties Upon Termination Sample Clauses

Duties of the Parties Upon Termination. Upon termination of this Agreement for any reason, the parties will use their best efforts to affect an orderly and economic wind down of their supply relationship, taking into consideration the legitimate economic interests of each party on effecting the transition, such transition not to exceed [ * ] in duration. The parties recognize that the best method of effecting such wind down cannot be known presently, and agree to cooperate at the time to serve the interests of all parties as best as is practical. In addition, upon any termination of this Agreement, each party will return to the other party all tangible items in their possession or under their control evidencing the Confidential Information of such other party.
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Duties of the Parties Upon Termination. Except as specifically provided otherwise in this Agreement, upon any termination or expiration of this Agreement, the parties agree to do the following: a. refrain thereafter from representing themselves as distributors or manufacturers of the Products; and b. return to the other parties all tangible items in their possession or under their control comprising or evidencing such other parties' technology and Confidential Information.
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Duties of the Parties Upon Termination. Upon any termination or expiration of this Agreement, Novatel agrees to do the following: (1) refrain thereafter from representing itself as a distributor or manufacturer of the Modem; and (2) return to Metricom all tangible items in its possession or under its control evidencing the Licensed Technology and Confidential Information of Metricom, including all copies of the Metricom Software, the source code, modified or otherwise, and any related documentation. Upon any termination or expiration of this Agreement, Metricom agrees to return to Novatel all tangible items in its possession or under its control evidencing Confidential Information of Novatel.
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Duties of the Parties Upon Termination. Upon termination of this Agreement for any reason, the parties shall use commercially reasonable efforts to mutually agree upon and effect an orderly and economic wind down of their supply relationship, taking into consideration the legitimate economic interests of each party in effecting the transition. The parties recognize that the best method of effecting such wind down cannot be known presently, and agree to reasonably cooperate at the time to serve the interests of all parties as best as practical. Upon any termination or expiration of this Agreement, each party shall destroy or return to the other party all Confidential Information of such other party and certify in writing to such other party such return or destruction and Buyer will pay to Seller all amounts due under this Agreement which are not subject to any good faith dispute. In the event of a termination of this Agreement by Buyer for cause or by Seller for convenience, Seller shall make available to Buyer Seller’s then-current approved vendor list for component materials used in the manufacture of Products.
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Duties of the Parties Upon Termination. Without limiting the provisions of Section 17(c)(iv) hereunder, upon ----------------- the termination of this Agreement for any reason whatsoever, (A) Buyer shall pay to Seller, in full by the due date owed for such amount, but in no event later than forty-five (45) days of such termination, all amounts owed to Seller (including amounts owed under the Note) for Purchase Commitments made prior to termination. Seller shall be entitled to set off and deduct from any payment due Buyer under this Agreement, any and all amounts due Seller from Buyer. (B) Each party shall promptly return to the other party all Proprietary Information of the other party; provided, however, that nothing -------- ------- contained in this clause shall require Buyer to return Proprietary Information of Seller that is contained in any Products sold to Buyer. (C) Buyer and Seller shall cooperate with each other in completing all outstanding obligations to customers of Buyer, including the fulfillment of each warranty term and condition.
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Duties of the Parties Upon Termination. A. Duties of PANAX upon Termination of the Agreement. Upon termination by either party, PANAX shall return or provide or cause to be returned or provided promptly all writings submitted by ALW PARTNERSHIP to PANAX, any Affiliate or Sublicensee or their representatives and copies of ALW PARTNERSHIP's Confidential Information in whatever form or medium. In addition, PANAX shall provide or cause to be provided to ALW PARTNERSHIP all technical and regulatory information in its possession or its Affiliates, Sublicensees and other representatives possession and which pertains to the Products, the LICENSED RIGHTS and Improvements. Also, all LICENSED RIGHTS, PATENTS and patents relating to Products and Improvements shall revert or be assigned to ALW PARTNERSHIP.
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Duties of the Parties Upon Termination. Upon termination of this Agreement and at any time upon request of PTI or the Participant; the Inspection Agency and/or PTI, as applicable, shall either promptly destroy all copies of any written Confidential Information in any tangible or intangible form, including the cloud;
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Duties of the Parties Upon Termination 
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Related to Duties of the Parties 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.

  • 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.

  • 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.

  • Winding Up Affairs Upon Termination In the event that this Contract is terminated for any reason, the parties agree that the provisions of this paragraph survive termination: i. The parties shall account for and properly present to each other all claims for fees and expenses and pay those which are undisputed and otherwise not subject to set off under this Contract. Neither party may withhold performance of winding up provisions solely based on nonpayment of fees or expenses accrued up to the time of termination; ii. Contractor shall satisfactorily complete work in progress at the agreed rate (or a pro rata basis if necessary) if so requested by the City; iii. Contractor shall execute any documents and take any actions necessary to effectuate an assignment of this Contract if so requested by the City; and iv. Contractor shall preserve, protect and promptly deliver possession to the City of all proprietary information in accordance with paragraph (21). v. In the event that dispute(s) arise during the winding up of affairs upon termination, the parties agree to meet and negotiate in good faith to resolve any such dispute(s).

  • Deliveries Upon Termination Upon termination of this Agreement, ALPS agrees to cooperate in the orderly transfer of distribution duties and shall deliver to the Fund or as otherwise directed by the Fund (at the expense of the Fund) all records and other documents made or accumulated in the performance of its duties for the Fund hereunder. In the event ALPS gives notice of termination under this Agreement, it will continue to provide the services contemplated hereunder after such termination at the contractual rate for up to 120 days, provided that the Fund uses all reasonable commercial efforts to appoint such replacement on a timely basis.

  • Withdrawals upon Termination 27.4.1 Notwithstanding anything to the contrary contained in this Agreement, all amounts standing to the credit of the Escrow Account shall, upon Termination, be appropriated in the following order: (a) all taxes due and payable by the Concessionaire for and in respect of the Project; (b) 55% (fifty five per cent) of Debt Due excluding Subordinated Debt; (c) outstanding Annual Concession Fee; (d) all payments and Damages certified by the Authority as due and payable to it by the Concessionaire; (e) incurred or accrued O&M Expenses; (f) retention and payments relating to the liability for defects and deficiencies set forth in Article 35; (g) outstanding Debt Service including the balance of Debt Due; (h) outstanding Subordinated Debt; (i) any other payments required to be made under this Agreement; and (j) balance, if any, in accordance with the instructions of the Concessionaire: Provided that no appropriations shall be made under Sub-clause (j) of this Clause 27.4.1 until a Vesting Certificate has been issued by the Authority under the provisions of Clause 34.4. 27.4.2 The provisions of this Article 27 and the instructions contained in the Escrow Agreement shall remain in full force and effect until the obligations set forth in Clause 27.4.1 have been discharged.

  • 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.

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