Common use of Effect of Expiration or Termination Clause in Contracts

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 otherwise due and payable to Subdistributor (if any). Subject to all of the terms and conditions of this Agreement, upon any termination or expiration of this Agreement for any reason whatsoever, Subdistributor shall retain the non‑exclusive right to distribute the remaining Products that it purchased and remain in its inventory on the date of termination for 12 months (and all of the terms and conditions of this Agreement shall continue to apply during such 12 month period), unless Distributor exercises the option in the following sentence. Distributor shall have the option at any time after expiration or termination of this Agreement to immediately terminate Subdistributor’s rights to distribute its purchased inventory by repurchasing Subdistributor’s purchased inventory of Products at the price Subdistributor paid for that inventory and payment of Distributor’s then-current restocking fees applicable to such Products. Notwithstanding the foregoing, in no event shall Distributor have any obligation to repurchase Subdistributor’s purchased inventory.

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 otherwise due and payable to Subdistributor (if any). Subject to all of the terms and conditions of this Agreement, upon any termination or expiration of this Agreement for any reason whatsoever, Subdistributor shall retain the non‑exclusive non-exclusive right to distribute the remaining Products that it purchased and remain in its inventory on the date of termination for 12 months (and all of the terms and conditions of this Agreement shall continue to apply during such 12 month period), unless Distributor exercises the option in the following sentence. Distributor shall have the option at any time after expiration or termination of this Agreement to immediately terminate Subdistributor’s rights to distribute its purchased inventory by repurchasing Subdistributor’s purchased inventory of Products at the Rev 111717 137478606.3 price Subdistributor paid for that inventory and payment of Distributor’s then-current restocking fees applicable to such Products. Notwithstanding the foregoing, in no event shall Distributor have any obligation to repurchase Subdistributor’s purchased inventory.. Confidentiality

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 otherwise due and payable to Subdistributor (if any). Subject to all of the terms and conditions of this Agreement, upon any termination or expiration of this Agreement for any reason whatsoever, Subdistributor shall retain the non‑exclusive non-exclusive right to distribute the remaining Products that it purchased and remain in its inventory on the date of termination for 12 months (and all of the terms and conditions of this Agreement shall continue to apply during such 12 month period), unless Distributor exercises the option in the following sentence. Distributor shall have the option at any time after expiration or termination of this Agreement to immediately terminate Subdistributor’s rights to distribute its purchased inventory by repurchasing Subdistributor’s purchased inventory of Products at the price Subdistributor paid for that inventory and payment of Distributor’s then-current restocking fees applicable to such Products. Notwithstanding the foregoing, in no event shall Distributor have any obligation to repurchase Subdistributor’s purchased inventory.

Effect of Expiration or Termination. Expiration or termination of the Term will not affect Upon 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 an Order, as applicable, except as expressly otherwise provided in this Agreement: (a) all rights, licenses, consents, and subject authorizations granted by either Party to Distributor elections set forth in subsection the other hereunder will immediately terminate; (cb) belowCustomer shall cease all use of any Services, Subdistributor shall promptly: iManage Software, and Documentation, and (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) promptly return to Distributor iManage or, at iManage’s written request, destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Distributorany Documentation or iManage Confidential Information, and (ii) permanently erase all iManage Software, Documentation and iManage Confidential Information from all systems Customer directly or indirectly controls; (c) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party’s Confidential Information; (iv) , in its then current state and solely to the extent legally permissible to do so, permanently erase all of Distributorand for so long as required by applicable Law; (ii) the Receiving Party also may retain the Disclosing Party’s Confidential Information from in its computer systems, except for copies that are maintained as archive copies on its backups and disaster recovery and/or information technology backup systems until such Confidential Information is deleted or otherwise remediated in the ordinary course of business (provided, however, Subdistributor shall destroy any such copies upon the normal expiration of its backup filesnot to exceed 180 days); and (viii) certify all information and materials described in writing this Section 7.5(c) will remain subject to Distributor that it has complied with the all confidentiality, security and other applicable requirements of this 0. In Agreement; (d) if Customer properly terminates this Agreement or an Order, Customer will be relieved of any obligation to pay any applicable Fees attributable to the event period after the effective date of such termination and iManage will: (i) Subdistributor does refund to Customer all Fees paid in advance for Services that iManage has not immediately return all such consigned Products performed as of the effective date of termination and Instruments, or (ii) Distributorpay to Customer any unpaid Service Credit (as defined in Exhibit A) to which Customer is entitled (for the avoidance of doubt, the termination of an Order shall not affect the Customer’s obligation to pay Fees 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 respect of any such termination other Orders which continue in existence); and (e) if iManage properly terminates this Agreement or expirationan Order, either pay to Distributor an amount equal to all Fees that would have become payable had this Agreement remained in effect until expiration of 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 applicable Order Term will become immediately due and payable to Subdistributor (if any). Furtherpayable, any consigned Products or Instruments that are returned (1) damagedand Customer shall pay such Fees, (2) together with an expired shelf life or sterile expiration datepreviously accrued but not yet paid Fees, or (3) with a breach on receipt 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 otherwise due and payable to Subdistributor (if any). Subject to all of the terms and conditions of this Agreement, upon any termination or expiration of this Agreement for any reason whatsoever, Subdistributor shall retain the non‑exclusive right to distribute the remaining Products that it purchased and remain in its inventory on the date of termination for 12 months (and all of the terms and conditions of this Agreement shall continue to apply during such 12 month period), unless Distributor exercises the option in the following sentence. Distributor shall have the option at any time after expiration or termination of this Agreement to immediately terminate SubdistributoriManage’s rights to distribute its purchased inventory by repurchasing Subdistributor’s purchased inventory of Products at the price Subdistributor paid for that inventory and payment of Distributor’s then-current restocking fees applicable to such Products. Notwithstanding the foregoing, in no event shall Distributor have any obligation to repurchase Subdistributor’s purchased inventoryinvoice therefor.

Effect of Expiration or Termination. Expiration or termination of the Term will not affect Upon 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 otherwise due and payable to Subdistributor (if any). Subject to all of the terms and conditions of this Agreement, upon any termination or expiration of this Agreement for any reason whatsoever, Subdistributor shall retain the non‑exclusive right to distribute the remaining Products that it purchased and remain in its inventory on the date of termination for 12 months (and all of the terms and conditions of this Agreement shall continue to apply during such 12 month period), unless Distributor exercises the option in the following sentence. Distributor shall have the option at any time after expiration or termination of this Agreement or an Order, as applicable, except as expressly otherwise provided in this Agreement: (a) all rights, licenses, consents and authorizations granted by either Party to the other hereunder will immediately terminate Subdistributorterminate; (b) subject to Section 7.6 of this Agreement and the Data Protection Agreement, iManage shall (i) destroy all documents and tangible materials containing, reflecting, incorporating or based on Customer Data or Customer’s rights Confidential Information and (ii) permanently erase all Customer Data and Customer’s Confidential Information from all systems iManage directly or indirectly controls; (c) Customer shall cease all use of any Services, iManage Software, and Documentation, and (i) promptly return to distribute iManage or, at iManage’s written request, destroy all documents and tangible materials containing, reflecting, incorporating or based on any Documentation or iManage Confidential Information, and (ii) permanently erase all iManage Software, Documentation and iManage Confidential Information from all systems Customer directly or indirectly controls; (d) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its purchased inventory possession or control: (i) the Receiving Party may retain the Disclosing Party’s Confidential Information, in its then current state and solely to the extent and for so long as required by repurchasing Subdistributorapplicable Law; (ii) iManage also may retain Customer Data in its backups and disaster recovery systems until such Customer Data is deleted or otherwise remediated in the ordinary course of business; and (iii) all information and materials described in this Section 7.5(d) will remain subject to all confidentiality, security and other applicable requirements of this Agreement, including the provisions of the Data Protection Agreement to the extent that such information and materials contain any Customer Personal Data; (e) if Customer terminates this Agreement pursuant to Section 7.4(a) or paragraph (4) of Exhibit A, Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and iManage will: (i) refund to Customer all Fees paid in advance for Services that iManage has not performed as of the effective date of termination and (ii) pay to Customer any unpaid Service Credit to which Customer is entitled; (f) if iManage terminates this Agreement pursuant to Section 7.4(a), all Fees that would have become payable had this Agreement remained in effect until expiration of the applicable Order Term will become immediately due and payable, and Customer shall pay such Fees, together with previously-accrued but not yet paid Fees, on receipt of iManage’s purchased inventory invoice therefor; and (g) iManage will exercise commercially reasonable efforts to effect an orderly and efficient transition of Products Customer Data stored in the Cloud Services to a successor platform or provider (“Transition Assistance”). The Parties shall cooperate in good faith in order to mutually agree in writing as to the Transition Assistance to be provided at the price Subdistributor time. All services provided by iManage related to the Transition Assistance that are incremental to the standard services provided by iManage hereunder shall be paid for that inventory on a time and payment of Distributor’s materials basis by Customer, at the then-current restocking fees applicable to such Products. Notwithstanding the foregoing, in no event shall Distributor have any obligation to repurchase Subdistributor’s purchased inventoryProfessional Services rates.

Effect of Expiration or Termination. Expiration (a) The Term’s expiration or earlier termination of the Term will does not affect any rights or obligations that that: (i) are to survive the expiration or earlier termination of this Agreement pursuant to 0 and under Section 20.03; and (ii) were incurred by the Parties prior to such before the expiration or earlier termination; provided that if Supplier terminates this Agreement under Section 14.03(a), Section 14.03(b) or Section 14.03(c) all indebtedness of Reseller to Supplier of any kind is immediately due and payable on the effective date of the Term’s expiration or earlier termination without further notice to Reseller. (b) Any Notice of termination under this Agreement automatically operates as a cancellation of any deliveries of Products to Reseller that are scheduled to be made after the effective date of termination, whether or not any orders for the Products had been accepted by Supplier. Upon Regarding any Products that are still in transit on termination of this Agreement, Supplier may require, in its sole and absolute discretion, that all sales and deliveries of the Products be made on either a cash-only or certified check basis. (c) Subject to Section 14.06, on the expiration or earlier termination of this Agreement, and subject to Distributor elections set forth in subsection (c) below, Subdistributor Reseller shall promptly: : (i) return to Supplier the NFR Products; (ii) cease to represent itself as DistributorSupplier’s authorized subdistributor with respect to reseller regarding the Products, and shall otherwise desist from all conduct or representations that might lead the public to believe that Subdistributor Reseller is authorized by Distributor Supplier to market, distribute or solicit sales of sell the Products; (ii) make arrangements with Distributor relative to the handling and return of any consigned Products or Instruments; ; (iii) return to Distributor Supplier all documents and tangible materials (and any copies) containing, reflecting, incorporating, incorporating or based on DistributorSupplier’s Confidential Information; ; (iv) to the extent legally permissible to do so, permanently erase all of DistributorSupplier’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 and (v) certify in writing to Distributor Supplier that it has complied with the requirements of this 0. In Section 14.05. (d) Subject to Section 14.05(a), the event (i) Subdistributor does not immediately return all such consigned Products and InstrumentsParty terminating this Agreement, 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 otherwise due and payable to Subdistributor (if any). Subject to all case of the terms and conditions expiration of this Agreement, upon any termination or expiration of this Agreement each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason whatsoever, Subdistributor shall retain the non‑exclusive right to distribute the remaining Products that it purchased and remain in its inventory on the date of termination for 12 months (and all of the terms and conditions of this Agreement shall continue to apply during such 12 month period), unless Distributor exercises the option in the following sentence. Distributor shall have the option at any time after expiration or earlier termination of this Agreement to immediately terminate Subdistributor’s rights to distribute its purchased inventory by repurchasing Subdistributor’s purchased inventory of Products at the price Subdistributor paid for that inventory and payment of Distributor’s then-current restocking fees applicable to such Products. Notwithstanding the foregoing, in no event shall Distributor have any obligation to repurchase Subdistributor’s purchased inventoryAgreement.

Effect of Expiration or Termination. Expiration or termination of the Term will not affect Upon 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, except as expressly otherwise provided in this Agreement: (a) all rights, licenses, consents 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 authorizations granted by either party to the Products, and other hereunder will immediately terminate; (b) Provider shall otherwise desist from immediately cease 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 use of any consigned Products Customer Data or Instruments; (iii) return to Distributor Customer’s Confidential Information and at Customer’s written request return, erase, or destroy, all documents and tangible materials containing Customer Data (c) Customer shall immediately cease all use of any Services or Provider Materials and (i) return to Provider, or at Provider’s written request destroy, all documents and any copies) tangible materials containing, reflecting, incorporating, incorporating or based on Distributorany Provider Materials or Provider’s Confidential Information; ; (ivii) to the extent legally permissible to do so, permanently erase all of Distributor’s Confidential Information Provider Materials from its all computer systems, except for copies systems that are maintained as archive copies on its disaster recovery and/or information technology backup systems Customer directly or indirectly controls; and (provided, however, Subdistributor shall destroy any such copies upon the normal expiration of its backup files); and (viii) certify to Provider in writing to Distributor a certificate of a senior officer of Customer that it has complied with the requirements of this 0. In Section 11.4(c); (d) notwithstanding anything to the event contrary in this Agreement, with respect to information and materials then in its possession or control: (i) Subdistributor does not immediately return all such consigned Products the Receiving Party may retain the Disclosing Party’s Confidential Information in its then current state and Instruments, or solely to the extent and for so long as required by applicable Law; (ii) Distributor, Provider may retain Customer Data in its discretion, determines that the consigned Products then current state 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 solely to the Products extent and Instrument pricefor so long as required by applicable Law; (iii) Provider may also retain Customer Data in its backups, as applicable, at an amount equal to archives and disaster recovery systems until such Customer Data is deleted in the then-current wholesale transfer price or Distributor shall deduct such amount from any amounts otherwise due ordinary course; and (iv) all information and payable to Subdistributor (if any). Further, any consigned Products or Instruments that are returned (1materials described in this Section 11.4(d) 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 otherwise due and payable to Subdistributor (if any). Subject remain subject to all of the terms confidentiality, security and conditions other applicable requirements of this Agreement, upon any termination or expiration of ; (e) Provider may disable all Customer and User access to the Hosted Services and Provider Materials; (f) if Customer terminates this Agreement for any reason whatsoever, Subdistributor shall retain the non‑exclusive right to distribute the remaining Products that it purchased and remain in its inventory on the date of termination for 12 months (and all of the terms and conditions of this Agreement shall continue to apply during such 12 month periodunder Section 11.3(b), unless Distributor exercises the option in the following sentence. Distributor shall have the option at any time after expiration or termination Customer will be relieved of this Agreement to immediately terminate Subdistributor’s rights to distribute its purchased inventory by repurchasing Subdistributor’s purchased inventory of Products at the price Subdistributor paid for that inventory and payment of Distributor’s then-current restocking fees applicable to such Products. Notwithstanding the foregoing, in no event shall Distributor have any obligation to repurchase Subdistributorpay any Fees attributable to the period after the Effective Date of such termination; (g) if Provider terminates this Agreement under Section 11.3(a) or Section 11.3(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 Customer shall pay such Fees, together with all previously-accrued but not yet paid Fees and Reimbursable Expenses, on receipt of Provider’s purchased inventoryinvoice therefor; and (h) subject to Section 11.4(d), Provider shall, following such expiration or termination, deliver to Customer the then most recent version of Customer Data maintained by Provider, provided that Customer has at that time paid all Fees and Reimbursable Expenses then outstanding and any amounts payable after or as a result of such expiration or termination, including any expenses and fees, on a time and materials basis, for Provider’s services in transferring such Customer Data.

Effect of Expiration or Termination. Expiration (a) Immediately upon the effectiveness of a Notice of termination delivered by Elegance to ABS hereunder (as stated in such Notice), ABS shall, unless otherwise directed by Elegance, and subject to ABS’s obligation provide resourcing cooperation under Section 6.7: (b) promptly (i) terminate all performance under this Agreement and under any outstanding Purchase Orders; (ii) transfer title and deliver to Elegance all Covered Products produced and paid for pursuant to this Agreement prior to effectiveness of the Notice of termination; and (iii) return to Elegance all Bailed Property and any other property furnished by or belonging to Elegance or any of Elegance’s customers, or dispose of such Bailed Property or other property in accordance with Elegance’s instructions (provided that Elegance will reimburse ABS for the actual, reasonable costs associated with such disposal); (c) The expiration or termination of the Term will not affect any rights or obligations that of the Parties that: (i) are to come into effect upon or after termination or expiration of this Agreement; or (ii) otherwise survive the expiration or earlier termination of this Agreement pursuant to 0 Section 17.4 and (ii) were incurred by the Parties prior to such expiration or earlier termination. . (d) Upon the expiration or earlier termination of this Agreement, and subject to Distributor elections set forth in subsection (c) below, Subdistributor shall promptlyeach Party shall: (i) cease to represent itself as Distributor’s authorized subdistributor with respect return 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 other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating, incorporating or based on Distributorthe other Party’s Confidential Information, and not retain any copies thereof; (ivii) to the extent legally permissible to do so, permanently erase all of Distributorthe other Party’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 systems. Each Party shall destroy any such copies upon the normal expiration of its backup files); and (viii) upon the other Party’s written request, certify in writing to Distributor such other Party that it has complied with the requirements of this 0. In the event Section 6.6(c). (ie) 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 otherwise due and payable to Subdistributor (if any). Subject to all of the terms and conditions of this Agreement, upon any termination or expiration of this Agreement for any reason whatsoever, Subdistributor shall retain the non‑exclusive right to distribute the remaining Products that it purchased and remain in its inventory on the date of termination for 12 months (and all of the terms and conditions of this Agreement shall continue to apply during such 12 month period), unless Distributor exercises the option in the following sentence. Distributor shall have the option at any time after expiration or termination of this Agreement to immediately terminate Subdistributorwill not constitute a waiver of any of the terminating Party’s rights to distribute its purchased inventory by repurchasing Subdistributoror remedies/either Party’s purchased inventory of Products rights, remedies or defenses under this Agreement, at the price Subdistributor paid for that inventory and payment of Distributor’s then-current restocking fees applicable to such Products. Notwithstanding the foregoinglaw, in no event shall Distributor have any obligation to repurchase Subdistributor’s purchased inventoryequity or otherwise.

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 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 then‑current wholesale transfer price shall be due and payable from the Subdistributor or will be deducted from any amounts otherwise due and payable to Subdistributor (if any). Subject to all of the terms and conditions of this Agreement, upon any termination or expiration of this Agreement for any reason whatsoever, Subdistributor shall retain the non‑exclusive right to distribute the remaining Products that it purchased and remain in its inventory on the date of termination for 12 months (and all of the terms and conditions of this Agreement shall continue to apply during such 12 month period), unless Distributor exercises the option in the following sentence. Distributor shall have the option at any time after expiration or termination of this Agreement to immediately terminate Subdistributor’s rights to distribute its purchased inventory by repurchasing Subdistributor’s purchased inventory of Products at the price Subdistributor paid for that inventory and payment of Distributor’s then-current then‑current restocking fees applicable to such Products. Notwithstanding the foregoing, in no event shall Distributor have any obligation to repurchase Subdistributor’s purchased inventory.

Effect of Expiration or Termination. (a) Upon the expiration or earlier termination of this Agreement, all indebtedness of Buyer to Bio-Techne under this Agreement of any kind, shall become immediately due and payable to Bio-Techne, without further notice to Buyer. (b) Expiration or termination of the Term will not affect any rights or obligations that of the Parties that: (i) are come into effect prior to termination or expiration of this Agreement; or (ii) otherwise survive the expiration or earlier termination of this Agreement pursuant to 0 Section 16.3 and (ii) were incurred by the Parties prior to such expiration or earlier termination. (c) Any Notice of termination under this Agreement automatically operates as a cancellation of any deliveries of Goods to Buyer that are scheduled to be made subsequent to the effective date of termination, whether or not any orders for such Goods had been accepted by Bio-Techne. With respect to any Goods that are still in transit upon termination of this Agreement, Bio-Techne may require, in its sole discretion, that all sales and deliveries of such Goods be made on either a cash-only or certified-check basis. (d) Upon the expiration or earlier termination of this Agreement, and subject to Distributor elections set forth in subsection (c) below, Subdistributor shall promptly: Buyer shall: (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 destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating, incorporating or based on DistributorBio-Techne’s Confidential Information; ; (ivii) to the extent legally permissible to do so, permanently erase all of DistributorBio-Techne’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 systems. Buyer shall destroy any such copies upon the normal expiration of its backup files); and and (viii) certify in writing to Distributor Bio-Techne that it has complied with the requirements of this 0. In the event clause. (ie) Subdistributor does Termination of this Agreement will 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 constitute a useable condition, Subdistributor shall, at Distributor’s election, within 30 days waiver of any such termination of either Party’s rights, remedies 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 otherwise due and payable to Subdistributor (if any). Subject to all of the terms and conditions of defenses under this Agreement, upon any termination or expiration of this Agreement for any reason whatsoever, Subdistributor shall retain the non‑exclusive right to distribute the remaining Products that it purchased and remain in its inventory on the date of termination for 12 months (and all of the terms and conditions of this Agreement shall continue to apply during such 12 month period), unless Distributor exercises the option in the following sentence. Distributor shall have the option at any time after expiration or termination of this Agreement to immediately terminate Subdistributor’s rights to distribute its purchased inventory by repurchasing Subdistributor’s purchased inventory of Products at the price Subdistributor paid for that inventory and payment of Distributor’s then-current restocking fees applicable to such Products. Notwithstanding the foregoinglaw, in no event shall Distributor have any obligation to repurchase Subdistributor’s purchased inventoryequity or otherwise.