Effect of Any Termination Sample Clauses

Effect of Any Termination. In the event of any termination of this Agreement prior to its expiration, the licenses granted to Reneo in Section 2.1, and all sublicenses granted thereunder, shall terminate; provided, however, that: (a) if, prior to any termination of this Agreement (prior to expiration hereof), the Royalty Term with respect to a Licensed Product in any country had expired, the license granted to Reneo in Section 2.1 with respect to such Licensed Product in such country shall survive such termination of this Agreement on a royalty-free, fully-paid, irrevocable and perpetual basis; and (b) if this Agreement is terminated by vTv pursuant to Section 7.2 or 7.3, then: (i) any sublicense granted by Reneo to any of its Affiliates pursuant to Section 2.2 shall immediately terminate; (ii) any sublicense granted to any Sublicensee pursuant to Section 2.2 (including any further sublicenses granted by such Sublicensee) and any license granted by Reneo to any Sublicensee under any product trademark assigned to vTv pursuant to Section 7.7(a)(ii)(3) shall survive termination of this Agreement [***], subject to (A) [***], and (B) [***]; unless (1) [***] or (2) [***]. In no event shall vTv be required to assume any obligations under any sublicense agreement that are greater in scope than vTv’s obligations set forth in this Agreement; and (iii) Section 7.7(b) shall not apply to any Sublicensee whose sublicense survives such termination in accordance with Section 7.6(b)(ii).
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Effect of Any Termination. Upon any termination of this Agreement by either party: (i) all rights and obligations of the parties under this Agreement shall terminate, except as provided in Sections 10.3, 10.4, 10.5 and, as applicable, 10.6; (ii) Astellas shall perform its outstanding non-cancellable obligations with respect to Products in the terminated country or in the Territory, as applicable, that existed or accrued prior to the notice date of termination; and (iii) Astellas shall cooperate with and provide reasonable assistance to Vical with respect to any applications for Patent Term Extension, including providing such information as may be requested by Vical or any Regulatory Authority in support of such applications.
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Effect of Any Termination. Upon any termination or expiration of this Agreement, (i) Service Provider will immediately discontinue provision of the Service (as well as any use of the Itopia Confidential Information); (ii) Service Provider will promptly pay all accrued and outstanding amounts due under this Agreement; (iii) each Party will delete any of the other Party’s Confidential Information from computer storage or any other media including, but not limited to, online and off-line libraries; and (iv) each Party will return to the other Party or, at the other Party’s option, destroy, all physical copies of any the other Party’s Confidential Information.
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Effect of Any Termination. Upon any termination of this Agreement under clause 22.1, 22.2 or 22.3 with respect to a given Product or country, then, solely with respect to such terminated Product or country:
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Effect of Any Termination. Upon any termination or expiration of this Agreement, (i) Client will immediately discontinue use of the Telehealth Program (as well as any use of the EpicMD Confidential Information); (ii) Client will promptly pay, if applicable, all accrued and outstanding amounts due under this Agreement; (iii) each Party will delete any of the other Party’s Confidential Information from computer storage or any other media including, but not limited to, online and off-line libraries; and (iv) each Party will return to the other Party or, at the other Party’s option, destroy, all physical copies of any the other Party’s Confidential Information.
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Effect of Any Termination. Upon any termination of this Agreement by either party, all rights and obligations of the parties under this Agreement shall terminate, except as provided in Sections 7.3, 7.4 and 7.5.
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Effect of Any Termination. Any termination of this Agreement shall not relieve either the terminating party or any other party of any respective obligations they may have under Sections 6.2 or 6.3 of this Agreement. In addition, if this Agreement is terminated as a result of a breach of a representation or warranty or the breach of a covenant contained in this Agreement, the breaching party shall, notwithstanding such termination, remain liable to the other parties for damages incurred by such other parties as a result of such breach but such damages shall be limited to the out of pocket expenses incurred by such other parties.
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Effect of Any Termination. Upon any termination of this Agreement, the following provisions shall apply (subject to Section 12.4‎(f)), all licenses granted pursuant to Sections 5.1, 5.2 and 5.3 shall automatically terminate and all other rights and obligations of the parties under this Agreement shall terminate, except as provided elsewhere in this Section ‎12.4.
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Effect of Any Termination. Upon any termination of this Agreement: (a) all license grants in this Agreement from Summit to Eurofarma shall immediately terminate; and (b) at Summit’s option, Eurofarma shall as promptly as practicable transfer to Summit or Summit’s designee (i) possession and ownership of all governmental or regulatory correspondence, conversation logs, filings and approvals (including all NDAs, Regulatory Approvals and Pricing and Reimbursement Approvals) relating to the Development, Manufacture or Commercialization of any Licensed Product and all Eurofarma Trademarks used for any Licensed Product in the Field in the Eurofarma Territory (but not any Eurofarma house marks or any trademark containing the word “Eurofarma” owned by Eurofarma and used for any Licensed Product in the Field in the Eurofarma Territory), (ii) copies of all data, reports, records and materials, and other sales and marketing related information in Eurofarma’s possession or Control to the extent that such data, reports, records, materials or other information relate to the Development, Manufacture or Commercialization of any Licensed Product, including all non-clinical and clinical data relating to any Licensed Product, and customer lists and customer contact information and all adverse event data in Eurofarma’s possession or Control, and Eurofarma shall use Commercially Reasonable Efforts to obtain for Summit the right to access all such data, reports, records, materials and other sales and marketing related information, and (iii) all records and materials in Eurofarma’s possession or Control containing Confidential Information of Summit. Eurofarma shall further appoint Summit as Eurofarma’s or Eurofarma’s Related Parties’ agent for all Licensed Product-related matters involving Governmental Authorities in the Eurofarma Territory until all Regulatory Approvals and other regulatory filings have been transferred to Summit or its designee.
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Related to Effect of Any Termination

  • Effect of Termination of Agreement Upon the Termination Date or the Expiration Date, as applicable, any amounts then owing by a Party to the other Party shall become immediately due and payable and the then future obligations of Customer and Provider under this Agreement shall be terminated (other than the indemnity obligations set forth in Section 13). Such termination shall not relieve either Party from obligations accrued prior to the effective date of termination or expiration.

  • Effect of Expiration or Termination (a) Upon expiration of the Term of this Agreement, Xxxxxx shall be permitted to sell off any inventory of Generic Product in its possession as of the date of expiration. (b) Upon termination of this Agreement by Salix pursuant to Section 11.2(a) or by Xxxxxx pursuant to Section 11.8: (i) Xxxxxx immediately shall cease all sales, marketing and distribution of the Generic Product and Xxxxxx shall immediately destroy any inventory of Generic Product under its control, at its expense, and shall either, at Salix’s option, (A) allow a Salix representative to be present during such destruction or (B) provide a certificate of such destruction. (ii) All then outstanding Firm Orders automatically shall be cancelled. (iii) Xxxxxx promptly shall reimburse Salix for all actual and reasonable costs incurred by Salix to complete activities associated with the termination of this Agreement, including, without limitation (A) the costs of all Materials purchased by Salix up to the effective date of termination which cannot be diverted to Salix’s other uses and which are non-refundable and (B) the Purchase Price for any finished Generic Product and the cost of any work in process which cannot be diverted to Salix’s other uses held by Salix as of the effective date of termination and Manufactured by Salix in accordance with Firm Orders then outstanding. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. (iv) To the extent any amount reimbursable by Salix pursuant to Section 3.1(b) has not been reimbursed by Salix or credited against Profits payable by Xxxxxx as of the date of termination, Salix shall reimburse such amount to Xxxxxx within sixty (60) days after the date of termination. (c) Upon termination of this Agreement by Salix pursuant to Section 11.2(b) or (c): (i) Xxxxxx shall be permitted to sell off any inventory of Generic Product in its possession as of the date of termination. (ii) All then outstanding Firm Orders automatically shall be cancelled. (iii) Xxxxxx promptly shall reimburse Salix for all actual and reasonable costs incurred by Salix to complete activities associated with the termination of this Agreement, including, without limitation (A) the costs of all Materials purchased by Salix up to the effective date of termination which cannot be diverted to Salix’s other uses and which are non-refundable and (B) the Purchase Price for any finished Generic Product and the cost of any work in process which cannot be diverted to Salix’s other uses held by Salix as of the effective date of termination and Manufactured by Salix in accordance with Firm Orders then outstanding. (d) Upon termination of this Agreement by Salix pursuant to Section 11.2(d): (i) All then outstanding Firm Orders automatically shall be cancelled. (ii) Xxxxxx immediately shall cease all sales, marketing and distribution of the Generic Product and Salix promptly shall repurchase all saleable inventory of the Generic Product held by Xxxxxx as of the date of termination at the Purchase Price paid for such Generic Product, and Xxxxxx shall deliver such Generic Product to Salix at Salix’s expense. (e) Upon termination of this Agreement by Xxxxxx pursuant to Section 11.3 or by Salix pursuant to Section 11.8: (i) All then outstanding Firm Orders automatically shall be cancelled. (ii) Xxxxxx shall be permitted to sell off any inventory of Generic Product in its possession as of the date of termination. (iii) To the extent any amount reimbursable by Salix pursuant to Section 3.1(b) has not been reimbursed by Salix or credited against Profits payable by Xxxxxx as of the date of termination, Salix shall reimburse such amount to Xxxxxx within sixty (60) days after the date of termination. (f) Upon termination of this Agreement by Salix pursuant to Section 11.2(f) or 11.4(a): (i) All then outstanding Firm Orders automatically shall be cancelled; provided that, if on the date of termination Xxxxxx holds less than [*] months’ of inventory of the Generic Product (determined based on the average monthly amount of Generic Product sold by Xxxxxx and its Affiliates during the [*] full month-period prior to the date of termination), then, at Xxxxxx’x option, Salix will fulfill, in accordance with the terms of this Agreement and such Firm Orders, that portion of any outstanding Firm Orders necessary to supply Xxxxxx a quantity of Generic Product equal to the difference between [*] months’ inventory and the quantity of Generic Product actually held by Xxxxxx on the date of termination. (ii) Xxxxxx shall be permitted a sell-off period of [*] days to sell off any inventory of Generic Product in its possession as of the date of termination. Xxxxxx immediately shall cease all sales, marketing and distribution of the Generic Product at the end of such selloff period and Salix promptly shall repurchase all saleable inventory of the Generic Product held by Xxxxxx as of the end of such selloff period at the Purchase Price paid by Xxxxxx for such Generic Product, and Xxxxxx shall deliver such Generic Product to Salix at Salix’s expense. (g) Upon termination of this Agreement by Salix pursuant to Section 11.5: (i) All then outstanding Firm Orders automatically shall be cancelled. (ii) Xxxxxx immediately shall cease all sales, marketing and distribution of the Generic Product. (iii) Salix promptly shall repurchase (A) all saleable inventory of the Generic Product held by Xxxxxx as of the date of termination and (B) all Generic Product recovered by Xxxxxx from customers in accordance with subsection (iv) below, in each case at the Purchase Price paid for such Generic Product, and Xxxxxx shall deliver such Generic Product to Salix at Salix’s expense. (iv) Under the direction of Salix, Xxxxxx shall, at Salix’s expense (excluding any refunds to customers, which shall be paid by [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. Xxxxxx and taken into account in the calculation of Net Sales), use its best efforts to recover all Generic Product which has been delivered to Xxxxxx but is no longer within Xxxxxx’x control, other than such Generic Product that has been consumed; provided that if any refunds paid to a customer by Xxxxxx under this Section 11.8(g)(iv) would reduce the Profits for any period with respect to which a payment of Profits had already been made by Xxxxxx to Salix pursuant to Section 3.2, Salix promptly shall pay to Xxxxxx the amount necessary such that the proper allocation of Profits for such period pursuant to Section 3.1, taking into account such refunds, shall be achieved. (h) Upon termination of this Agreement by either party pursuant to Section 11.6: (i) All then outstanding Firm Orders automatically shall be cancelled. (ii) Xxxxxx immediately shall cease all sales, marketing and distribution of the Generic Product and Xxxxxx shall immediately destroy any inventory of Generic Product under its control and shall either, at Salix’s option, (i) allow a Salix representative to be present during such destruction or (ii) provide a certificate of such destruction. (iii) Salix shall bear [*]% and Xxxxxx shall bear [*]% of all actual and reasonable costs incurred by the parties to complete activities associated with the termination of this Agreement, including, without limitation, (A) the costs of all Materials purchased by Salix up to the effective date of termination which cannot be diverted to Salix’s other uses and which are non-refundable, (B) the cost of any Generic Product and any work in process which cannot be diverted to Salix’s other uses held by Salix as of the effective date of termination and Manufactured by Salix in accordance with Firm Orders then outstanding, and (C) the Purchase Price paid by Xxxxxx for any Generic Product held by Xxxxxx as of the date of termination. Each party shall use Commercially Reasonable Efforts to minimize the costs it incurs to complete activities associated with the termination of this Agreement. (iv) Each party acknowledges and agrees that the other party shall have no liability of any kind to such first party, other than as provided in this Section 11.9(h), for termination of this Agreement under Section 11.6. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. (i) Upon termination of this Agreement by Salix pursuant to Section 11.2(e): (i) All then outstanding Firm Orders automatically shall be cancelled. (ii) Xxxxxx immediately shall cease all sales, marketing and distribution of the Generic Product and Salix promptly shall repurchase all saleable inventory of the Generic Product held by Xxxxxx as of the termination date at the Purchase Price paid by Xxxxxx for such Generic Product, and Xxxxxx shall deliver such Generic Product to Salix at Salix’s expense. (iii) Salix shall reimburse Xxxxxx for any reasonable and customary supplier penalties that are incurred by Xxxxxx for cancellation of customer supply contracts that exist as of the date of the notice for such termination. (j) Upon termination of this Agreement by Xxxxxx pursuant to Section 11.4(b): (i) Xxxxxx immediately shall cease all sales, marketing and distribution of the Generic Product and Xxxxxx shall immediately destroy any inventory of Generic Product under its control, at its expense, and shall either, at Salix’s option, (A) allow a Salix representative to be present during such destruction or (B) provide a certificate of such destruction. (ii) All then outstanding Firm Orders automatically shall be cancelled. (iii) For a period of twelve (12) months from the effective date of such termination, Xxxxxx shall make monthly payments to Salix, not later than forty-five (45) days after the end of each month during such twelve (12) month period, each of which payments shall be equal to [*]% of the Average Monthly Profits. (k) Upon termination of this Agreement by Salix pursuant to Section 11.4(b): (i) Xxxxxx immediately shall cease all sales, marketing and distribution of the Generic Product and Salix promptly shall repurchase all saleable inventory of the Generic Product held by Xxxxxx as of the termination date at the Purchase Price paid by Xxxxxx for such Generic Product, and Xxxxxx shall deliver such Generic Product to Salix at Salix’s expense. (ii) All then outstanding Firm Orders automatically shall be cancelled. (iii) For a period of twelve (12) months from the effective date of such termination, Xxxxxx shall make monthly payments to Salix, not later than forty-five (45) days after the end of each month during such twelve (12) month period, each of which payments shall be equal to [*]% of the Average Monthly Profits. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

  • Termination Effect of Termination 41 Section 8.01. Termination............................................................. 41 Section 8.02. Effect of Termination................................................... 42

  • Effect of Termination Upon any expiration of the Term or termination of this Agreement, the obligations and rights of the parties hereto shall cease, provided that such expiration or termination of this Agreement shall not relieve the parties of any obligation or breach of this Agreement accruing prior to such expiration or termination, including, without limitation, all accrued payment obligations arising under Article 6. In addition, Article 5, Article 7, Section 2.12, Section 4.5, and this Section 4.6 shall survive the expiration or termination of this Agreement. For the avoidance of doubt, the rights of Registry Operator to operate the registry for the TLD shall immediately cease upon any expiration of the Term or termination of this Agreement.

  • Effect of Termination or Reduction Any termination or reduction of the Commitments of a Class shall be permanent. Each reduction of the Commitments of a Class shall be made ratably among the Lenders of such Class in accordance with their respective Commitments.

  • Effect of Termination or Expiration Upon any termination of this XXXX, or license granted pursuant to this XXXX, or upon expiration of a term license: (a) all Software Licenses will immediately terminate; (b) Licensee will immediately cease all use of the Software; and (c) Licensee must either deliver to OT or destroy all copies of Software, Documentation, and OT confidential information in Licensee’s possession or control. Within 15 days after termination, an authorized representative of Licensee must certify in writing that all copies have been delivered to OT or destroyed. Any terms in this XXXX which by their nature extend beyond termination or expiration of this XXXX will remain in effect until fulfilled.

  • DETERMINATION OF BREACH AND TERMINATION OF AGREEMENT A. Prior to making a determination that the Applicant has failed to comply in any material respect with the terms of this Agreement or to meet any material obligation under this Agreement, the District shall provide the Applicant with a written notice of the facts which it believes have caused the breach of this Agreement, and if cure is possible, the cure proposed by the District. After receipt of the notice, the Applicant shall be given ninety (90) days to present any facts or arguments to the Board of Trustees showing that it is not in breach of its obligations under this Agreement, or that it has cured or undertaken to cure any such breach. B. If the Board of Trustees is not satisfied with such response or that such breach has been cured, then the Board of Trustees shall, after reasonable notice to the Applicant, conduct a hearing called and held for the purpose of determining whether such breach has occurred and, if so, whether such breach has been cured. At any such hearing, the Applicant shall have the opportunity, together with their counsel, to be heard before the Board of Trustees. At the hearing, the Board of Trustees shall make findings as to: i. whether or not a breach of this Agreement has occurred; ii. whether or not such breach is a Material Breach; iii. the date such breach occurred, if any;

  • Effects of Expiration or Termination Upon expiration of the License Term or termination of this Agreement, Customer shall promptly pay all sums owed by Customer, return the original copies of all Licensed Products to PTC, destroy and/or delete all copies and backup copies thereof from Customer’s computer libraries, storage facilities and/or hosting facilities, and certify in writing by an officer that Customer is in compliance with the foregoing requirements and that the Licensed Products are no longer in Customer’s possession or in use.

  • Notice of Termination; Effect of Termination Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

  • Effect of Termination for Cause In the event the Executive’s employment shall be terminated for Cause pursuant to Section 5.1 hereof, the Company shall pay the Executive his salary through the date of termination.

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