Effect of Termination and Expiration. Upon termination or expiration of the term of this Agreement, all rights and obligations of the parties under this Agreement will immediately cease and terminate (except for the rights and obligations pursuant to Articles IV (Representations and Warranties), V (Limitations on Actions and Liabilities), VI (Indemnification), VII (Indemnification Procedures), and VIII (Confidentiality) and XI (Miscellaneous) and Sections 9.2 and 10.2, and the definitions required thereby which will survive such termination or expiration), and neither party will have any further obligation to the other party with respect to this Agreement, except for (a) fees and reimbursable expenses payable to the other party accrued but unpaid at the date of termination or expiration, and (b) the provisions of this Agreement which are specifically designated herein as surviving such termination or expiration.
Effect of Termination and Expiration. Upon termination or expiration of the Agreement, or any portion thereof, for any reason, any and all amounts owed to Supplier pursuant to the Agreement, or the portion of the Agreement which has terminated or expired, will be immediately due and payable, and all rights, or those rights attributable the portion of the Agreement which has terminated or expired, granted to Customer hereunder will be immediately revoked and terminated. The obligations of the Parties and the provisions of the Agreement which are expressly stated to survive, or may be reasonable expected to survive, shall survive the expiration or termination of the Agreement, including without limitation Sections 6, 7(c), 8, 10, 13 and 14 of the Agreement.
Effect of Termination and Expiration. (a) Following termination of this Agreement by (i) JJCC pursuant to Sections 11.2, 11.4 or 11.5 or (ii) Barrier pursuant to Sections 11.4:
(i) all licenses granted hereunder shall terminate; and
(ii) Barrier shall have the right to sell off, over the six (6) months immediately following such termination, any Licensed Products in its inventory; ** Certain information in these exhibits has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.
(iii) Barrier shall promptly return to JJCC all JJCC Tangible Property;
(iv) Barrier shall assign NDA No. [**] and IND Nos. [**] and [**] to JJCC; and
(v) Barrier shall promptly return or have returned control of the prosecution of any JJCC Patent Rights it is prosecuting or having prosecuted pursuant to Section 8.3.
(b) Following termination of this Agreement by JJCC pursuant to Section 6.2 or by Barrier pursuant to Section 11.3(a):
(i) the licenses granted pursuant to Section 2.1, Section 2.5(a), and Section 3.1 (to the extent such JJCC Know-How relates to `683 Patent Rights) shall terminate; and
(ii) Barrier shall have the right to sell off, over the six (6) months immediately following such termination, any `683 Products in its inventory. and
(iii) Barrier shall promptly return to JJCC all JJCC Tangible Property;
(iv) Barrier shall assign IND No. [**] to JJCC; and
(v) Barrier shall promptly return or have returned control of the prosecution of any JJCC Patent Rights it is prosecuting or having prosecuted pursuant to Section 8.3.
(c) Following termination of this Agreement by JJCC pursuant to Section 6.3 or by Barrier pursuant to Section 11.3(b):
(i) the licenses granted pursuant to Section 2.3, Section 2.5(b), and Section 3.1 (to the extent such JJCC Know-How relates to `932 Patent Rights) shall terminate; and
(ii) Barrier shall have the right to sell off, over the six (6) months immediately following such termination, any `932 Products in its inventory; and
(iii) Barrier shall promptly return to JJCC all JJCC Tangible Property;
(iv) Barrier shall assign NDA No. [**] and IND No. [**] to JJCC; and
(v) Barrier shall promptly return or have returned control of the prosecution of any JJCC Patent Rights it is prosecuting or having prosecuted pursuant to Section 8.3. ** Certain information in these exhibits has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.
Effect of Termination and Expiration. Subject to Section 4.6 of this Agreement and to IXI’s payment of the Access Fee as provided in Section C of Exhibit E, upon the expiration of the Term of this Agreement pursuant to Section 18.1 above Parties and the applicable Approved Third Party Distributor shall continue to provide the Complete Approved Application following such expiration, until such time as the all then effective IXI - Distributor Agreements expire or are terminated, subject to the same terms and conditions under which such Accepted Version of the Complete Approved Application are offered under this Agreement and/or the applicable IXI – Approved Third Party Distributor Agreement (the "Transition Period"). At ICQ’s option upon the termination of this Agreement due to IXI’s Bankruptcy/Insolvency pursuant to Section 18.3 or IXI’s Change of Control pursuant to Section 18.4, IXI, and the applicable Approved Third Party Distributor shall continue to provide the Accepted Version of the Complete Approved Application following such expiration until such time as all then effective IXI – Approved Third Party Distributor Agreements expire or are terminated subject to the same terms and conditions under which the ICQ Services are offered under this Agreement and/or the applicable IXI – Approved Third Party Distributor Agreement. At IXI’s option upon the termination of this Agreement due to ICQ’s Bankruptcy/Insolvency pursuant to Section 18.3 or ICQ's Change of Control pursuant to Section 18.4, IXI, and the applicable Approved Third Party Distributor shall continue to provide Accepted Version of the Complete Approved Application following such expiration until such time as all then effective IXI – Approved Third Party Distributor Agreements expire or are terminated subject to the same terms and conditions under which the ICQ Services are offered under this Agreement and/or the applicable IXI – Approved Third Party Distributor Agreement; Provided however, that during the Transition Period IXI will not be entitled to enter into any new IXI – Approved Third Party Distributor Agreements with any distributor.
Effect of Termination and Expiration. Neither termination nor expiration of this Agreement (for purposes of this Section, “Termination”) will release the Parties from any liability that, at the time of Termination, has already accrued or that thereafter may accrue with respect to any act or omission before termination or expiration, or from any obligation that is expressly stated in this Agreement to survive termination and expiration. Upon any termination or expiration of this Agreement, each Party shall (i) immediately discontinue all access to and use of the other Party’s Confidential Information, including, for purposes of Company, all access to and use of the Services; (ii) delete the other Party’s Confidential Information from its computer storage or any other media, including online and off-line libraries; (iii) return to the other Party or, at the other Party’s option, destroy, all copies of such other Party’s Confidential Information then in its possession; and (iv) promptly pay all amounts due and remaining payable hereunder. Sonatype shall have no obligation to maintain or provide any Company Data and shall, unless legally prohibited, be entitled to delete all Company Data in its systems or otherwise in its possession or under its control. Termination of this Agreement, regardless of cause or nature, shall be without prejudice to any other rights or remedies of the Parties and shall be without liability for any loss or damage occasioned thereby.
Effect of Termination and Expiration a) Upon termination of this Contract or Program Attachment, as applicable, Contractor shall cooperate with County to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or Program Attachment, as applicable to County or another entity designated by County.
b) Upon termination of all or part of this Contract, County and Contractor shall be discharged from any further obligation created under the applicable terms of this Contract or Program Attachment, as applicable, except for the equitable settlement of the respective accrued interests or obligations incurred prior to termination and for Contractor’s duty to cooperate with County, and except as provided in the Survivability of Terms section of this Contract.
c) Termination does not, however, constitute a waiver of any remedies for breach of this Contract.
Effect of Termination and Expiration. (a) In the event of termination of this Agreement by JPPLP pursuant to Sections 11.2, the licenses granted to JPPLP under Articles 2 and 3 hereof shall survive termination. In addition, the royalty rates recited in Sections 4.4 and 4.5 shall each be amended and reduced by [**], with Sections 4.4 through 4.10 and all relevant definitions in Article 1 surviving termination. Furthermore, Sections 8.4 through 8.7 shall survive termination.
(b) In the event of termination of this Agreement by JPPLP pursuant to Section 11.3, or by Barrier pursuant to Sections 11.2 or 11.4, (i) the licenses granted pursuant to Articles 2 and 3 shall terminate; JPPLP shall, at its own expense, promptly provide Barrier with all data and results pertaining to the Itraconazole Product; (ii) JPPLP shall promptly return to Barrier all Barrier Tangible Property and (iii) JPPLP shall, at its own expense, promptly assign or transfer to Barrier all filings with regulatory authorities concerning the Itraconazole Product.
Effect of Termination and Expiration. Upon the expiration or termination of the Agreement for any reason: (i) all rights and licenses granted by Google shall cease immediately; (ii) each party shall promptly return to the other party, or destroy and certify the destruction of, all Confidential Information of the other party; and (iii) Customer’s rights to use any Google Brand Features, as permitted under the Agreement, shall cease immediately.
Effect of Termination and Expiration. Unless otherwise specified in this Agreement, upon any termination of this Agreement by Wyvern: (a) Customer must immediately cease (and cause all Licensed Users to cease) accessing or using the applicable Product and Licensed material; (b) within ten (10) days of expiration or termination, Customer will destroy or deliver to Wyvern all copies of Wyvern’s Confidential Information and, at Wyvern’s request, an officer of Customer will certify to Wyvern such destruction or delivery;
Effect of Termination and Expiration. (a) Upon expiration or termination of this Contract for any reason not dealt with in subsections (b) and (c) below, the Supervisor shall pay the Contractor the unpaid amounts due for products previously delivered and accepted and work satisfactorily completed in accordance with the terms and conditions of this Contract prior to the expiration or termination date and shall have no further or additional obligation to the Contractor whatsoever.
(b) If the Supervisor terminates this Contract without cause, the parties shall negotiate an equitable termination settlement to be paid to the Contractor which will include reasonable wind down expenses. Under no circumstances will the Supervisor have any obligation to pay damages if the Contractor terminates this Contract. However, if the Contractor terminates this Contract for default, the Supervisor agrees to pay the Contractor’s wind down expenses. To be eligible for compensation under this provision, the Contractor must submit to the Supervisor invoices for payment that clearly indicate (i) the service month and applicable service fees and (ii) costs of TIDs or TID components or enhancements delivered but not yet paid for. The Supervisor shall pay the Contractor no more than the agreed upon monthly fees specified in this Contract. All compensation to the Contractor shall be subject to the appropriation of funds by the Parking Commission and the City’s Board of Aldermen.
(c) If the Contractor terminates this Contract without cause, the Supervisor shall pay the Contractor the amounts due for work satisfactorily completed and TIDs or TID components or enhancements delivered in accordance with the terms and conditions of this Contract prior to the termination date and shall have no further or additional obligation to the Contractor whatsoever.
(d) Upon expiration or termination of this Contract, the Contractor shall provide the Supervisor immediate access to all data, files and records, excluding Contractor’s proprietary information, confidential information and internal cost and expense related information, in whatever format they may be kept, and shall make arrangements to have all such data, files and records promptly transferred to the Supervisor or a successor contractor designated by the Supervisor; provided, however, that the Contractor shall retain ownership of all proprietary software owned by it, subject to the Supervisor’s right to use such software for the period stated in Section 1.7 above. If the Contra...
