Duties Upon Termination or Expiration. (a) Promptly upon the Expiration Date, in addition to any other requirements set forth in this Agreement, Manager shall deliver to Owner (or Owner’s designee) all materials, supplies, keys, Leases, contracts, other documents, insurance policies, plans, specifications, permits, licenses, promotional materials, unpaid bills and such other papers and records (including general correspondence, but excluding any of Manager’s Confidential Information that does not relate to the operation of the Properties) as pertain to this Agreement, the operations of the Properties or the performance of Manager’s duties hereunder. Manager, without recourse or warranty, shall assign any rights Manager may have in and to any existing contracts relating to the operation and maintenance of the Properties as Owner shall desire or require, to the extent that such contracts are assignable. Manager shall provide Owner with a schedule of, and surrender and assign to Owner, to the extent assignable, any and all licenses, permits, and other authorizations or property required for the operation of the Properties that are in the name of Manager.
(b) Manager shall deliver to Owner a final accounting (prepared in accordance with Owner’s request) of the Properties and pay over any remaining balance maintained by manager for the benefit of Owner with respect to this Agreement or the Properties as soon as reasonably practicable following the Expiration Date. Such final accounting shall set forth all current income, all current expenses and all other expenses contracted for on Owner’s behalf but not yet incurred in connection with the Properties. The final accounting shall also include all other items reasonably requested by Owner.
(c) Within thirty (30) days after the Expiration Date, Manager shall deliver to Owner all reports and information required by Section 7.2 for any period prior to the Expiration Date not covered by the reports previously delivered to Owner.
(d) The terms of this Section 2.2 shall survive the Expiration Date.
Duties Upon Termination or Expiration. Upon termination or expiration of any SOW, Supplier shall send Company its final invoice for such SOW and Company shall pay Supplier for Services performed in accordance with such SOW and this Agreement prior to termination or expiration. Upon termination of any SOW, Supplier shall refund Company any pre-payments made by Company on account of Services which were intended to be performed beyond the termination date. Upon termination or expiration of any SOW, as relates to such expired or terminated SOW, Supplier shall, at no additional cost, (i) deliver all completed work and work in progress to Company or its designee, (ii) provide Company or its designee a written report on the status of the Services in a form and level of detail reasonably satisfactory to Company, (iii) make Supplier’s personnel reasonably available to meet with Company or its designee, (iv) provide such further information as Company or its designee may reasonably request, and (v) cooperate with and assist Company to wind-down the Services and transfer the Services to Company or its designee. Upon Company’s written request, Supplier also shall continue to perform the Services at the then-current rates set forth in the SOW for a period not to exceed one (1) year and the SOW and this Agreement shall continue in effect throughout such period.
Duties Upon Termination or Expiration. Regardless of whether this Agreement and the License expire without being renewed or are terminated sooner than expiration, you and we will have the following obligations:
5.7.1 You will remain liable for and must immediately pay all License Fees and Additional Charges owed through the expiration or termination date. We will refund to you the pro-rata portion of any pre-paid License Fees and Additional Charges, less any sums due and owing by you, within a reasonable period of time (in no event sooner than 30 days) after the expiration or sooner termination. Our rights and remedies will survive the expiration or sooner termination of this Agreement and the License.
5.7.2 You must remove Your Boat from Your Slip and from the Marina by the expiration or sooner termination date. However, you will not be permitted to remove Your Boat until you have paid all sums due. If you do not timely remove Your Boat, including if you are prohibited from removing Your Boat because you owe us money, you hereby authorize us to exercise our remedies provided in Section 6.3.
Duties Upon Termination or Expiration. (i) In the event of any termination or expiration of this Agreement, API shall, subject to the following sentence, promptly return to Purchaser at a location specified by Purchaser at Purchaser’s reasonable expense and in accordance with Purchaser’s instructions: (x) any remaining inventory of bulk Product, (y) all remaining inventories of the Packaged Product and (z) any other Product or material being stored for or that was supplied by Purchaser. Purchaser shall also be required to pay for, at the Unit Price and in accordance with the payment terms of Section 4, all Packaged Products ordered pursuant to Firm Orders placed prior to the effective date of such termination or expiration, subject to Section 9, and API shall perform Packaging for, and supply such Packaged Products to Purchaser, in accordance with the terms of this [***] Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from this exhibit and have been filed separately with the Securities and Exchange Commission.
Duties Upon Termination or Expiration. Upon the expiration or termination of this Agreement:
A. Association shall promptly pay to ARC all undisputed outstanding fees and expenses due ARC.
B. ARC shall:
1. Immediately cease using the Records, Data, and Property; and
2. At Association’s expense, promptly ship, deliver, or otherwise provide Association with the originals and all copies of the Records, Data, and Property. The Data shall be provided either in the database format used by ARC at the time the Agreement expires or is terminated, or in an ASCII delimited format with field identification, at Association’s option.
Duties Upon Termination or Expiration. Upon termination or expiration of this Agreement, RTL shall, at no cost to LICENSEE: (i) immediately terminate all current use of and refrain from further use of any LICENSEE materials (including Licensee IP) in possession or contained in the Software; (ii) refrain from selling, distributing or otherwise disposing of any and all LICENSEE content and promotional materials; (iii) subject to Section 7.1, purge the LICENSEE materials from any and all computer systems, databases and files owned, operated or licensed by, for or on behalf of RTL; and (iv) deliver to LICENSEE, in a mutually agreed upon format, using the best available security measures, any and all data and information received from LICENSEE or any other authorized party, including, without limitation, any and all LICENSEE system content (including all LICENSEE materials in its possession) and shall destroy or delete all copies of such material that are in its possession. Upon termination or expiration of this Agreement other than in connection with a termination pursuant to Section 7.1, LICENSEE shall, at no cost to RTL (i) terminate all current use of and refrain from further use of the Software; (ii) subject to Section 7.1, purge the Software from any and all computer systems, databases and files owned, operated or licensed by, for or on behalf of LICENSEE; and (iii) deliver to RTL, in a mutually agreed upon format, using the best available security measures, any and all Software and other information received from RTL pursuant to this Agreement and shall destroy or delete all copies of such material that are in its possession. Upon request by either party, such requested party shall deliver a certificate certifying as to compliance with these termination duties. 8.
Duties Upon Termination or Expiration. Upon termination or expiration of this Agreement, if no subsequent agreement is in place between the parties to allow Contractor to have access to the District’s confidential student data, then any such data that is in the possession of Contractor shall be confidentially and securely returned to District in all forms in which the Contractor is holding such data, including, if applicable, in a computer-readable format. Once such data are received by District, and, if applicable, District confirms that the computer-readable format is indeed readable, Contractor shall securely destroy any remaining copies of the data that it holds in any form or media within fourteen (14) days of such confirmation from District. Contractor shall destroy all such data utilizing a method of secure destruction that renders such information unreadable, such as shredding or burning, erasure of magnetic media, electronic deletion using file shredding software, or other industry-standard method of secure destruction. Upon request, Contractor shall provide District with written certification that such destruction has occurred.
Duties Upon Termination or Expiration. Upon termination or expiration of this Agreement, TOI shall, within thirty (30) business days thereafter, deliver to the Company complete copies of all records or reports, if any, maintained by TOI in connection with the provision of the Services. TOI shall also be available for a period not more than sixty (60) days following termination for reasonable consultations with the Company concerning the Services; provided, however, the Company shall reimburse TOI for any reasonable and documented direct and out-of-pocket expenses incurred in connection with such consultations. Upon termination or expiration of this Agreement, the Company shall compensate TOI for all compensation accrued and unpaid as of the date of termination. Such payment shall be within fifteen (15) business days of the delivery by TOI of the information called for above. Upon termination of this Agreement, TOI agrees to comply with the confidentiality obligations set forth in Section 8 below.
Duties Upon Termination or Expiration. Upon the termination or expiration of this Agreement, each party shall cease making use of any shared staff or equipment, and shall make all necessary arrangements to provide replacement staff or equipment for its own account. All shared equipment shall be left in place (or delivered as directed by the party owning such equipment) in working condition, reasonable wear and tear excepted, and shall not be removed or damaged by the party losing the right to use such equipment under this Agreement.
Duties Upon Termination or Expiration. Upon termination or expiration of this Agreement, Techolym shall, within thirty (30) business days thereafter, deliver to the Company complete copies of all records or reports, if any, maintained by Techolym in connection with the provision of the Services. Techolym shall also be available for a period not more than sixty (60) days following termination for reasonable consultations with the Company concerning the Services provided; provided, however, the Company shall reimburse Techolym for any reasonable and documented direct and out-of-pocket expenses incurred in connection with such consultations. Upon termination or expiration of this Agreement, the Company shall compensate Techolym for all compensation accrued and unpaid as of the date of termination. Such payment shall be within three (3) business days of the delivery by Techolym of the information called for above. Upon termination of this Agreement, Techolym agrees to comply with the confidentiality obligations set forth in Paragraph 15 below.
