Effect of Expiration or Termination. Expiration or termination of this Agreement shall not affect the accrued rights and obligations of either Party, including either Party’s obligations to make all payments to the other Party pursuant to this Agreement or post-termination audit rights under Section 12.2.
Effect of Expiration or Termination. (a) Upon termination of this Agreement in its entirety for any reason, the following provisions shall survive: Sections 5.1, 5.4, 5.7, 6 (solely with respect to amounts accrued prior to termination), 7, 8.4 (solely as it relates to ongoing rights and obligations of the parties following termination), and 9-12. Upon termination of this Agreement with respect to one or more Selected Antibodies for any reason, all rights and licenses granted hereunder with respect to such Selected Antibodies and related CAR Cells and CAR Products shall terminate, subject to the preceding sentence and each party shall properly destroy (and certify to the other party the destruction of) all such Selected Antibodies and related Confidential Information.
(b) Upon termination of this Agreement by TeneoBio with respect to one or more Selected Antibodies for which Licensee has exercised the Commercial Option, any sublicense granted by Licensee under this Agreement with respect to such Selected Antibodies or related CAR Cells and CAR Products will survive as a direct license between TeneoBio and such Sublicensee on the same terms and conditions as those set forth in this Agreement, to the extent applicable to the rights granted by Licensee to such Sublicensee, provided that such Sublicensee is in compliance with the terms of the sublicense agreement and agrees to comply with all applicable terms of this Agreement (including, without limitation, the financial terms set forth in Section 6), and provided further that TeneoBio shall have no obligations under such sublicense agreement that are greater than its obligations set forth in Sections 2.5, 3 and 5-12 herein.
(c) Within […***…] days after the date of termination of this Agreement in its entirety, Licensee shall pay to TeneoBio all amounts that have accrued and are due hereunder on or prior to the date of termination. Upon termination of this Agreement in its entirety, each Receiving Party shall return to the other party or properly destroy (and certify destruction of) all Confidential Information of the other party, except that each Receiving Party may keep one copy of the other party’s Confidential Information for archival purposes only, subject to continuing confidentiality and non-use obligations.
Effect of Expiration or Termination. Upon termination or expiration of an Order, all Subscription Service(s) granted thereunder will terminate immediately. If an Order is terminated by Customer as a result of an uncured material breach by PROS, PROS will refund to Customer any pre- paid Subscription Service fees for the period after the effective date of termination.
Effect of Expiration or Termination. Except as set forth in Section 7.5, upon expiration or any termination of this Agreement pursuant to this Section 7 all obligations and rights and licenses granted hereunder shall immediately terminate and each Party shall have no further obligations. Each Party shall retain ownership of its respective Confidential Information, and shall, if requested, return to the other party all of the Confidential Information received from the other Party up to the effective date of termination.
Effect of Expiration or Termination. Expiration or termination of the Term will not affect any rights or obligations that (i) are to survive the expiration or earlier termination of this Agreement pursuant to 0 and (ii) were incurred by the Parties prior to such expiration or earlier termination. Upon the expiration or earlier termination of this Agreement, and subject to Distributor elections set forth in subsection (c) below, Subdistributor shall promptly: (i) cease to represent itself as Distributor’s authorized subdistributor with respect to the Products, and shall otherwise desist from all conduct or representations that might lead the public to believe that Subdistributor is authorized by Distributor to market, distribute or solicit sales of the Products; (ii) make arrangements with Distributor relative to the handling and return of any consigned Products or Instruments; (iii) return to Distributor all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Distributor’s Confidential Information; (iv) to the extent legally permissible to do so, permanently erase all of Distributor’s Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery and/or information technology backup systems (provided, however, Subdistributor shall destroy any such copies upon the normal expiration of its backup files); and (v) certify in writing to Distributor that it has complied with the requirements of this 0. In the event (i) Subdistributor does not immediately return all such consigned Products and Instruments, or (ii) Distributor, in its discretion, determines that the consigned Products and Instruments that are returned are not in a useable condition, Subdistributor shall, at Distributor’s election, within 30 days of any such termination or expiration, either pay to Distributor an amount equal to the Products and Instrument price, as applicable, at an amount equal to the then-current wholesale transfer price or Distributor shall deduct such amount from any amounts otherwise due and payable to Subdistributor (if any). Further, any consigned Products or Instruments that are returned (1) damaged, (2) with an expired shelf life or sterile expiration date, or (3) with a breach of package integrity, will not be credited upon return and the replacement cost equal to then-current wholesale transfer price shall be due and payable from the Subdistributor or will be deducted from any amounts othe...
Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement (including Section 10.5 below):
(a) all rights, licenses, consents and authorizations granted by either party to the other hereunder will immediately terminate;
(b) NCIT shall promptly cease all use of any Licensee Data or Licensee’s Confidential Information and erase all Licensee Data and Licensee’s Confidential Information from all systems NCIT controls; provided that, (i) for clarity, NCIT’s obligations under this Section 10.4(b) do not apply to any Resultant Data, (ii) NCIT and its affiliates may retain, use and disclose Licensee Data or Licensee Confidential Information as required by Law, and (iii) NCIT and its affiliates may retain Licensee Data and Licensee Confidential Information in its regular backup, archived or disaster recovery systems or files;
(c) Licensee shall promptly cease all use of any Services or NCIT Materials and (i) promptly return to NCIT, or at NCIT’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any NCIT Materials or NCIT’s Confidential Information; and (ii) permanently erase all NCIT Materials and NCIT’s Confidential Information from all systems Licensee directly or indirectly controls; provided that Licensee may retain NCIT Materials or NCIT’s Confidential Information in its regular backup, archived or disaster recovery systems or files, or as permitted by Section 9.4; an officer or director of Licensee shall, within 30 days from the effective date of the termination, certify in writing that all copies of the Software and Documentation have been returned, deleted and destroyed;
(d) NCIT may disable all Licensee and Authorized User access to Hosted Services and NCIT Materials;
(e) if Licensee terminates this Agreement pursuant to Section 10.3(b), Licensee will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and NCIT will refund to Licensee Fees paid in advance for Services that NCIT has not performed as of the effective date of termination; and
(f) if NCIT terminates this Agreement pursuant to Section 10.3(a) or Section 10.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Licensee shall pay such Fees, together with all previously-accrued but not yet paid Fees, on receipt of NCIT’...
Effect of Expiration or Termination. Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. INDEVUS and its Affiliates and sublicensees shall have the right to sell or otherwise dispose of the stock of any Product subject to this Agreement then on hand or in process of manufacture. In addition to any other provisions of this Agreement which by their terms continue after the expiration of this Agreement, the provisions of Article IV shall survive the expiration or termination of this Agreement and shall continue in effect for five (5) years from the date of expiration or termination. In addition, any other provision required to interpret and enforce the Parties' rights and obligations under this Agreement shall also survive, but only to the extent required for the full observation and performance of this Agreement. Any expiration or early termination of this Agreement shall be without prejudice to the rights of any Party against the other accrued or accruing under this Agreement prior to termination. Except as expressly set forth herein, the rights to terminate as set forth herein shall be in addition to all other rights and remedies available under this Agreement, at law, or in equity, or otherwise. Upon termination of this Agreement pursuant to Section 8.2 or upon termination by ATLANTIC pursuant to Section 8.3.1(a), INDEVUS shall, if requested to do so in writing by ATLANTIC, negotiate a license to ATLANTIC of know-how relating to the manufacture or sale of Compound or Product that was developed by INDEVUS during the Term of this Agreement and is owned and controlled by INDEVUS at the time of termination, on commercially reasonable terms to be negotiated in good faith between the Parties.
Effect of Expiration or Termination. Expiration or termination of this Agreement under any of the foregoing provisions: (a) shall not affect the amounts due under this Agreement by either party that exist as of the date of expiration or termination, and (b) as of such date the provisions of Sections 5.2, 5.3, and 5.4 shall apply with respect to payment and shipment to Customer of finished Products, Inventory, and Special Inventory in existence as of such date, and (c) shall not affect Flextronics’s express limited warranty in Section 6.2 above. Termination of this Agreement, settling of accounts in the manner set forth in the foregoing sentence shall be the exclusive remedy of the parties for breach of this Agreement, except for breaches of Section 6.2, 9.1, 9.2, or 10.1. Sections 1, 3.5, 3.6, 3.7, 4, 5.3, 5.4, 6.2, 6.3, 0, 0, 0, xxx 00 xxxxx xx the only terms that shall survive any termination or expiration of this Agreement.
Effect of Expiration or Termination. Expiration or termination of this Agreement shall not affect any rights or obligations of the Parties, including the payment of amounts due, which have accrued up to the date of such expiration or termination. Upon expiration or termination of this Agreement, the provisions of Sections 1, 2, 3, 4, 5, 6, 7.2, 7.3, 7.4 and 9 shall survive and shall continue in full force and effect in accordance with their terms.
Effect of Expiration or Termination. 2.4.1 Upon the expiration or termination of the Agreement, both Parties shall promptly return any and all Confidential Information of the other Party, including copies and reproductions of such Confidential Information, at the returning Party’s sole expense. Notwithstanding the foregoing, each Party shall not be required to return or destroy Confidential Information of the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures in the ordinary course of the receiving Party’s business; provided, however, that any such Confidential Information so retained shall remain subject to the confidentiality and non-use obligations contained in this Terms and Conditions.
2.4.2 Upon any termination or expiration of the Agreement, Xxxxxxxx's right to access and use the GivexPay Services will terminate. Upon any such termination or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability), and Section 11 (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, Xxxxxxxx acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. Xxxxxxxx agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid i...
