Common use of Duties Upon Termination Clause in Contracts

Duties Upon Termination. Upon any termination, Manager shall forthwith (a) surrender and deliver up to Owner, the Project and all rents and income of the Project and other monies of Owner on hand and in any bank account after deducting reimbursable expenses and fees due Manager hereunder; (b) deliver to Owner as received any monies due Owner under this Agreement but received after such termination after deducting reimbursable expenses and fees due Manager hereunder; (c) deliver to Owner all materials and supplies, keys and documents, and such other accountings, papers and records pertaining to this Agreement, as Owner shall request; (d) assign such existing contracts relating to the operations and maintenance of the Project as Owner shall require, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring after the termination of this Agreement; (e) provide to Owner hard copies of all Project related information in the on-site computer systems (as the Manager will retain all software); and (f) vacate any occupied space. Within sixty (60) days after such termination, Manager shall deliver to Owner the written report required by SECTION 4.12 for any period not covered by such a report at time of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project as of the date of termination. Notwithstanding any provisions hereof to the contrary, in the event Owner hereafter notifies Manager of any default by Manager hereunder, from and after the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending (i) written consent by Owner, (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No termination of this Agreement shall release either party from any obligations that continue beyond the term or termination of this Agreement, including, without limitation, indemnity obligations.

Duties Upon Termination. Upon In the event of any termination, Manager other than a termination by either party as a result of a material breach by the other, Cardinal Health shall forthwith (a) surrender and deliver up to Owner, the Project and all rents and income complete delivery of the Project and other monies of Owner on hand and any Packaged Product in accordance with any bank account after deducting reimbursable expenses and fees due Manager hereunder; (b) deliver to Owner as received any monies due Owner under this Agreement but received after such termination after deducting reimbursable expenses and fees due Manager hereunder; (c) deliver to Owner all materials and supplies, keys and documents, and such other accountings, papers and records pertaining to this Agreement, as Owner shall request; (d) assign such existing contracts relating to the operations and maintenance of the Project as Owner shall require, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring after the termination of this Agreement; (e) provide to Owner hard copies of all Project related information in the on-site computer systems (as the Manager will retain all software); and (f) vacate any occupied space. Within sixty (60) days after such termination, Manager shall deliver to Owner the written report required by SECTION 4.12 for any period not covered by such a report at time of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project Purchase Order open as of the date notice of terminationtermination is given hereunder. Notwithstanding any provisions hereof to the contrary, in In the event Owner hereafter notifies Manager of any default termination, Cardinal Health shall promptly, after completion of any deliveries required by Manager hereunderthe immediately preceding sentence, from and after the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending return (i) written consent by Ownerany remaining inventory of materials received from Purchaser or Purchaser’s suppliers, (ii) cure of such default all packaging components paid for by Manager to the satisfaction of OwnerPurchaser, or (iii) resolution all remaining inventories of the amount Product; and (iv) any other Product or material being stored for Purchaser, to Purchaser at Purchaser’s expense. Cardinal Health shall have no obligation to return the foregoing until all outstanding invoices sent by Cardinal Health to Purchaser have been paid in full. Purchaser shall also be required to pay, at the applicable price set forth in the relevant Purchase Order for completed but not yet shipped Packaged Products, Packaged Products in process and Packaged Products shipped but not yet invoiced. In the event Purchaser breaches or terminates this Agreement or any Purchase Order (other than as a result of damagesa breach by Cardinal Health), Purchaser will also be required to pay Cardinal Health for its direct cost of all materials purchased by Cardinal Health for Packaging required under the Firm Commitment and, if anygreater, owing in addition under any Purchase Orders accepted by Manager Cardinal Health that have not been used for Packaged Products delivered to Owner by reason Purchaser, and Purchaser shall also pay an administrative fee of fifteen percent (15%) of such default by Manageramount in the event Purchaser breaches this Agreement. No Purchaser shall specify the location in the continental United States to which delivery, at Purchaser’s expense, of the foregoing is to be made. Confidential Information exchanged between Purchaser and Cardinal Health shall be promptly returned upon termination of this Agreement shall release either party from any obligations that continue beyond the term or termination of this Agreement, including, without limitation, indemnity obligations.

Duties Upon Termination. Notwithstandingtermination of this Agreement, Manager shall remain entitled to reimbursement of Reimbursable Expenditures made on or before the date of termination, and to compensation hereunder for all periods ended on or before the date of termination, including but not limited to Manager's prorated share of the Monthly Management Fee and any Incentive Fee that Manager is entitled to. Manager may disburse such amounts to itself out of funds available to it hereunder. Upon any terminationtermination of this Agreement, Manager shall forthwith (a) surrender and deliver up to Owner, Owner the Project and all rents and income of the Project and other monies any funds of Owner on hand in the possession of Manager which are not due and in any bank account after deducting reimbursable expenses and fees due payable to Manager hereunderunder the terms hereof; (b) deliver to Owner as promptly after receipt any funds of Owner received any monies due Owner under this Agreement but received by Manager after such termination after deducting reimbursable expenses and fees due Manager hereundertermination; (c) promptly upon request deliver to Owner all materials and equipment, tools, appliances, materials, supplies, keys and documents, and such other accountings, papers and paper records pertaining solely to this Agreementthe Project which is in the possession of Manager (other than anything prepared by Manager's proprietary software, as Owner shall requestif applicable); and (d) assign such existing contracts relating to vacate any occupied space at the operations and maintenance of the Project as Owner shall require, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring after the Project. Notwithstanding termination of this Agreement; (e) provide , at Owner's cost, Manager shall remain obliged to make timely delivery to Owner hard copies of all Project related information in reports required by Section 4.11 for periods ended on or before the on-site computer systems (as the Manager will retain all software); and (f) vacate any occupied spacedate of termination. Within sixty (60) days after such terminationtermination of this Agreement, Manager shall deliver to Owner reports of the written report types required by SECTION 4.12 Section 4.11 for any period not the periods from the end of the periods covered by such a report at time of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as the reports required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project as of preceding sentence through the date of termination. Notwithstanding any provisions hereof anything to the contrarycontrary herein, in the event Owner hereafter notifies Manager of any default by Manager hereunder, from and after the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending (i) written consent by Owner, (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No upon termination of this Agreement for any reason, Manager shall release either party from be entitled to its earned, but unpaid fees of any obligations that continue beyond kind, including but not limited to a prorated Monthly Management Fee and Incentive Fee, reimbursement of unpaid Reimbursable Expenses, for the term or termination of this Agreement, including, without limitation, indemnity obligationsperiod prior to termination.

Duties Upon Termination. Notwithstanding termination of this Agreement, Manager shall remain entitled to reimbursement of Reimbursable Expenditures made on or before the date of termination, and to compensation hereunder for all periods ended on or before the date of termination, including but not limited to Manager's prorated share of the Monthly Management Fee and any Incentive Fee that Manager is entitled to. Manager may disburse such amounts to itself out of funds available to it hereunder. Upon any terminationtermination of this Agreement, Manager shall forthwith (a) surrender and deliver up to Owner, Owner the Project and all rents and income of the Project and other monies any funds of Owner on hand in the possession of Manager which are not due and in any bank account after deducting reimbursable expenses and fees due payable to Manager hereunderunder the terms hereof; (b) deliver to Owner as promptly after receipt any funds of Owner received any monies due Owner under this Agreement but received by Manager after such termination after deducting reimbursable expenses and fees due Manager hereundertermination; (c) promptly upon request deliver to Owner all materials and equipment, tools, appliances, materials, supplies, keys and documents, and such other accountings, papers and paper records pertaining solely to this Agreementthe Project which is in the possession of Manager (other than anything prepared by Manager's proprietary software, as Owner shall requestif applicable); and (d) assign such existing contracts relating to vacate any occupied space at the operations and maintenance of the Project as Owner shall require, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring after the Project. Notwithstanding termination of this Agreement; (e) provide , at Owner's cost, Manager shall remain obliged to malce timely delivery to Owner hard copies of all Project related information in reports required by Section 4.11 for periods ended on or before the on-site computer systems (as the Manager will retain all software); and (f) vacate any occupied spacedate of termination. Within sixty (60) days after such terminationtermination of this Agreement, Manager shall deliver to Owner reports of the written report types required by SECTION 4.12 Section 4.11 for any period not the periods from the end of the periods covered by such a report at time of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as the reports required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project as of preceding sentence through the date of terminationtf!nnination. Notwithstanding any provisions hereof anything to the contrarycontrary herein, in the event Owner hereafter notifies Manager of any default by Manager hereunder, from and after the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending (i) written consent by Owner, (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No upon termination of this Agreement for any reason, Manager shall release either party from be entitled to its earned, but unpaid fees of any obligations that continue beyond kind, including but not limited to a prorated Monthly Management Fee and Incentive Fee, reimbursement of unpaid Reimbursable Expenses, for the term or termination of this Agreement, including, without limitation, indemnity obligationsperiod prior to tennination.

Duties Upon Termination. Upon any termination, Manager shall forthwith (a) surrender and deliver up to Owner, the Project and all rents and income of the Project and other monies of Owner on hand and in any bank account after deducting reimbursable expenses and fees due Manager hereunder; (b) deliver to Owner as received any monies due Owner under this Agreement but received after such termination after deducting reimbursable expenses and fees due Manager hereunder; (c) deliver to Owner all materials and supplies, keys and documents, and such other accountings, papers and records pertaining to this Agreement, as Owner shall request; (d) assign such existing contracts relating to the operations and maintenance of the Project as Owner shall require, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring after the termination of this Agreement; (e) provide to Owner hard copies of all Project related information in the on-site computer systems (as the Manager will retain all software); and (f) vacate any occupied space. Within sixty (60) days after such termination, Manager shall deliver to Owner the written report required by SECTION 4.12 for any period not covered by such a report at time of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project as of the date of termination. Notwithstanding any provisions hereof to the contrary, in the event Owner hereafter notifies Manager of any default by Manager hereunder, from and after the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending (i) written consent by Owner, (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No termination of this Agreement shall release either party from any obligations that continue beyond the term or termination expiration of this Agreement, all Order Forms shall automatically and immediately terminate, and Organization shall cease all use of the Services set forth in the Order Forms and shall: (i) cease accessing such Services and logging into such Services; (ii) remove any URLs for the Services or links to the Services from Organization’s websites or other materials produced by or for Organization; and (iii) return or, at PowerSchool’s option, destroy any documents or other products provided by PowerSchool or PowerSchool’s Authorized Reseller (and all copies, including electronic copies) relating to such Services including, without limitation, indemnity obligationsall training materials, data sheets, working papers and screen shots of the Services. PowerSchool shall have the right at any time following termination or expiration of this Agreement or any Order Form to utilize any chosen feature—automated or otherwise—for preventing further use of the Services. Organization acknowledges that PowerSchool utilizes features which automatically cease the operability of certain Services at the termination or expiration of an Agreement or Order Form. Termination of this Agreement or any Order Form shall be without prejudice to the obligations of PowerSchool and Organization existing at the time of termination, including, but not limited to, Organization’s obligation for payment in full of fees and other monies then due to PowerSchool, nor shall it prejudice those obligations and limitations which by their nature and meaning survive termination. If any Order Form is terminated by Organization due to a breach by PowerSchool pursuant to Section 7(a) above (Termination for Breach), PowerSchool shall provide Organization with a pro-rata credit of any fees pre-paid for unused remainder of the applicable Order Form Term. This pro-rata credit shall be less any applicable costs of implementation and support incurred by PowerSchool in connection with providing such Services. In the case of termination for any other reason (other than as set forth in Section 10 (Indemnification by PowerSchool)), there shall be no credits or refunds for Services provided and all future payments for Services shall remain due and payable as agreed by PowerSchool and Organization.

Duties Upon Termination. Upon any termination, Manager shall forthwith (a) surrender and deliver up to Owner, the Project and all rents and income of the Project and other monies of Owner on hand and in any bank account after deducting reimbursable expenses and fees due Manager hereunder; (b) deliver to Owner as received any monies due Owner under this Agreement but received after such termination after deducting reimbursable expenses and fees due Manager hereunder; (c) deliver to Owner all materials and supplies, keys and documents, and such other accountings, papers and records pertaining to this Agreement, as Owner shall request; (d) assign such existing contracts relating to the operations and maintenance of the Project as Owner shall require, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring after the termination of this Agreement; (e) provide to PROPERTY MANAGEMENT AND LEASING AGREEMENT APARTMENTS Page 11 Owner hard copies of all Project related information in the on-site computer systems (as the Manager will retain all software); and (f) vacate any occupied space. Within sixty (60) days after such termination, Manager shall deliver to Owner the written report required by SECTION 4.12 for any period not covered by such a report at time of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project as of the date of termination. Notwithstanding any provisions hereof to the contrary, in the event Owner hereafter notifies Manager of any default by Manager hereunder, from and after the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending (i) written consent by Owner, (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No termination of this Agreement shall release either party from any obligations that continue beyond the term or termination of this Agreement, including, without limitation, indemnity obligations.

Duties Upon Termination. Notwithstanding termination of this Agreement, Manager shall remain entitled to reimbursement of Reimbursable Expenditures made on or before the date of tennination, and to compensation hereunder for all periods ended on or before the date of termination, including but not limited to Manager’s prorated share of the Monthly Management Fee and any Incentive Fee that Manager is entitled to. Manager may disburse such amounts to itself out of funds available to it hereunder. Upon any terminationtennination of this Agreement, Manager shall forthwith (a) surrender and deliver up to Owner, Owner the Project and all rents and income of the Project and other monies any funds of Owner on hand in the possession of Manager which are not due and in any bank account after deducting reimbursable expenses and fees due payable to Manager hereunderunder the terms hereof; (b) deliver to Owner as promptly after receipt any funds of Owner received any monies due Owner under this Agreement but received by Manager after such termination after deducting reimbursable expenses and fees due Manager hereundertermination; (c) promptly upon request deliver to Owner all materials and equipment, tools, appliances, materials, supplies, keys and documents, and such other accountings, papers and paper records pertaining solely to this Agreementthe Project which is in the possession of Manager (other than anything prepared by Manager’s proprietary software, as Owner shall requestif applicable); and (d) assign such existing contracts relating to vacate any occupied space at the operations and maintenance of the Project as Owner shall require, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring after the Project. Notwithstanding termination of this Agreement; (e) provide , at Owner’s cost, Manager shall remain obliged to make timely delivery to Owner hard copies of all Project related information in reports required by Section 4.11 for periods ended on or before the on-site computer systems (as the Manager will retain all software); and (f) vacate any occupied spacedate of termination. Within sixty (60) days after such terminationtermination of this Agreement, Manager shall deliver to Owner reports of the written report types required by SECTION 4.12 Section 4.11 for any period not the periods from the end of the periods covered by such a report at time of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as the reports required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project as of preceding sentence through the date of termination. Notwithstanding any provisions hereof anything to the contrarycontrary herein, in the event Owner hereafter notifies Manager of any default by Manager hereunder, from and after the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending (i) written consent by Owner, (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No upon termination of this Agreement for any reason, Manager shall release either party from be entitled to its earned, but unpaid fees of any obligations that continue beyond kind, including but not limited to a prorated Monthly Management Fee and Incentive Fee, reimbursement of unpaid Reimbursable Expenses, for the term or termination of this Agreement, including, without limitation, indemnity obligationsperiod prior to termination.

Duties Upon Termination. Notwithstanding termination of this Agreement, Manager shall remain entitled to reimbursement of Reimbursable Expenditures made on or before the date of termination, and to compensation hereunder for all periods ended on or before the date of termination, including but not limited to Manager’s prorated share of the Monthly Management Fee and any Incentive Fee that Manager is entitled to. Manager may disburse such amounts to itself out of funds available to it hereunder. Upon any terminationtermination of this Agreement, Manager shall forthwith (a) surrender and deliver up to Owner, Owner the Project and all rents and income of the Project and other monies any funds of Owner on hand in the possession of Manager which are not due and in any bank account after deducting reimbursable expenses and fees due payable to Manager hereunderunder the terms hereof; (b) deliver to Owner as promptly after receipt any funds of Owner received any monies due Owner under this Agreement but received by Manager after such termination after deducting reimbursable expenses and fees due Manager hereundertermination; (c) promptly upon request deliver to Owner all materials and equipment, tools, appliances, materials, supplies, keys and documents, and such other accountings, papers and paper records pertaining solely to this Agreementthe Project which is in the possession of Manager (other than anything prepared by Manager’s proprietary software, as Owner shall requestif applicable); and (d) assign such existing contracts relating to vacate any occupied space at the operations and maintenance of the Project as Owner shall require, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring after the Project. Notwithstanding termination of this Agreement; (e) provide , at Owner’s cost, Manager shall remain obliged to make timely delivery to Owner hard copies of all Project related information in reports required by Section 4.11 for periods ended on or before the on-site computer systems (as the Manager will retain all software); and (f) vacate any occupied spacedate of termination. Within sixty (60) days after such terminationtermination of this Agreement, Manager shall deliver to Owner reports of the written report types required by SECTION 4.12 Section 4.11 for any period not the periods from the end of the periods covered by such a report at time of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as the reports required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project as of preceding sentence through the date of termination. Notwithstanding any provisions hereof anything to the contrarycontrary herein, in the event Owner hereafter notifies Manager of any default by Manager hereunder, from and after the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending (i) written consent by Owner, (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No upon termination of this Agreement for any reason, Manager shall release either party from be entitled to its earned, but unpaid fees of any obligations that continue beyond kind, including but not limited to a prorated Monthly Management Fee and Incentive Fee, reimbursement of unpaid Reimbursable Expenses, for the term or termination of this Agreement, including, without limitation, indemnity obligationsperiod prior to termination.

Duties Upon Termination. Notwithstanding termination of this Agreement, Manager shall remain entitled to reimbursement of Reimbursable Expenditures made on or before the date of termination, and to compensation hereunder for all periods ended on or before the date of termination, including but not limited to Manager's prorated share of the Monthly Management Fee and any Incentive Fee that Manager is entitled to. Manager may disburse such amounts to itself out of funds available to it hereunder. Upon any terminationtermination of this Agreement, Manager shall forthwith (a) surrender and deliver up to Owner, Owner the Project and all rents and income of the Project and other monies any funds of Owner on hand in the possession of Manager which are not due and in any bank account after deducting reimbursable expenses and fees due payable to Manager hereunderunder the terms hereof; (b) deliver to Owner as promptly after receipt any funds of Owner received any monies due Owner under this Agreement but received by Manager after such termination after deducting reimbursable expenses and fees due Manager hereundertermination; (c) promptly upon request deliver to Owner all materials and equipment, tools, appliances, materials, supplies, keys and documents, and such other accountings, papers and paper records pertaining solely to this Agreementthe Project which is in the possession of Manager (other than anything prepared by Manager's proprietary software, as Owner shall requestif applicable); and (d) assign such existing contracts relating to vacate any occupied space at the operations and maintenance of the Project as Owner shall require, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring after the Project. Notwithstanding termination of this Agreement; (e) provide , at Owner's cost, Manager shall remain obliged to make timely delivery to Owner hard copies of all Project related information in reports required by Section 4.11 for periods ended on or before the on-site computer systems (as the Manager will retain all software); and (f) vacate any occupied spacedate of termination. Within sixty (60) days after such terminationtermination of this Agreement, Manager shall deliver to Owner reports of the written report types required by SECTION 4.12 Section 4.11 for any period not the periods from the end of the periods covered by such a report at time of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as the reports required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project as of preceding sentence through the date of termination. Notwithstanding any provisions hereof anything to the contrarycontrary herein, in the event Owner hereafter notifies Manager of any default by Manager hereunder, from and after the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending (i) written consent by Owner, (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No upon termination of this Agreement for any reason, Manager shall release either party from be entitled to its earned, but unpaid fees of any obligations that continue beyond kind, including but not limited to a prorated Monthly Management Fee and Incentive Fee, reimbursement of unpaid Reimbursable Expenses, for the term or termination of this Agreement, including, without limitation, indemnity obligationsperiod prior to termination.