Effect of Termination by Gen-Probe Sample Clauses

Effect of Termination by Gen-Probe. Upon termination of this Agreement by Gen-Probe pursuant to Section 8.2(b), (i) all sublicenses (if any) granted by Company under this Agreement shall remain in full force; provided that (A) such sublicensee is not then in breach of its sublicense agreement, (B) such sublicensee agrees to be bound to Gen-Probe as the licensor under the terms and conditions of its sublicense agreement, as modified by the provisions of this Section 8 3(b)(i), (C) such sublicensee, at Gen-Probe’s written request, assumes in a signed writing, the same obligations to Gen-Probe as those assumed by Company under Sections 2.1(a), 2.1(c) - (g), 2.4, 2.7, 4, 5.5, 6, 7 and 9.2-9.4 of this Agreement, (D) Gen-Probe shall have the right to receive any payments payable to Company under such sublicense agreement to the extent they are attributable to such sublicensee’s right under such sublicense to use and exploit Gen-Probe Patents and Gen-Probe Know How, and (E) Gen-Probe shall not assume, and shall not be responsible to such sublicensee for, any representations, warranties or obligations of Company to such sublicensee, other than to permit such sublicensee to exercise any rights to Gen-Probe Patents or Gen-Probe Know How that are granted under such sublicense agreement consistent with the terms of this Agreement; (ii) if the Millipore Agreement assumed by Company pursuant to the Contribution Agreement remains in effect at the time of termination of this Agreement by Gen-Probe under Section 8.2(b), then to the extent Millipore has a license under the Gen-Probe Technology pursuant to the terms of the Millipore Agreement, such license shall remain in full force and become a direct license from Gen-Probe on the terms set forth in the Millipore Agreement during the term of the Millipore Agreement; provided that (A) Millipore is not then in breach of the Millipore Agreement, (B) Gen-Probe shall have the right to receive from Millipore quarterly payments equal to a percentage of the end-user price of each Product sold by Millipore under the Millipore Agreement following termination of this Agreement (with any payments due to Company from Millipore under the Millipore Agreement being reduced by the amount of such payments by Millipore to Gen-Probe), where such percentage is equal to: (1) the average amount paid under this Agreement by Company to Gen-Probe per unit of Product sold by Millipore during the last twelve (12) months of the Term of this Agreement, divided by (2) the average end-user ...
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Related to Effect of Termination by Gen-Probe

  • 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 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 Termination Survival If the Service Agreement is terminated, the Provider shall destroy all of LEA’s Student Data pursuant to Article IV, section 6.

  • 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.

  • Effect of Termination Notice Where Network Rail or the Train Operator has served a Termination Notice on the other: (a) the service of the Termination Notice shall not affect the parties’ continuing obligations under this contract up to the date of termination, which date shall be determined in accordance with paragraph 3.4(c); (b) the party which has served the Termination Notice shall withdraw it by notice to the other party, upon being reasonably satisfied that the relevant Event of Default has been remedied; and (c) this contract shall terminate on the later of: (i) the date and time specified in the Termination Notice for the contract to terminate (or such later date and time as the party which served the Termination Notice notifies to the other before the date and time so specified); and (ii) the date on which a copy of the Termination Notice is given to XXX.

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

  • Termination and Effect of Termination This Agreement shall terminate upon the date on which no Holder holds any Registrable Securities, except for the provisions of Sections 3.9 and 3.10, which shall survive any such termination. No termination under this Agreement shall relieve any Person of liability for breach or Registration Expenses incurred prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 3.9 hereof shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

  • 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 and Abandonment In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

  • Effect of Termination of Service Except as otherwise provided in accordance with Section 4(b) above, if you cease to be a Service Provider, you will forfeit all unvested Units.

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