Effect of Termination by Licensor Sample Clauses

Effect of Termination by Licensor. Upon the termination of this Agreement by Licensor pursuant to Section 10.02 or by the parties pursuant to Section 10.02(i), the rights, powers, privileges, and licenses including the License granted to Licensee shall immediately terminate. Without limiting the generality of the foregoing, upon any such termination, Licensee shall have no right to continue to use the CitySearch Systems, to receive or use any Licensor Improvements, or to use the Licensed Trade-marks.
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Effect of Termination by Licensor. Upon termination of this Agreement by Licensor pursuant to Section 13.6(a), all rights granted to Licensee to the Technology in the Territory will immediately and automatically terminate and revert to Licensor, Licensee will stop recruiting for any ongoing Clinical Studies and will terminate them in accordance with ethical guidelines, and Licensee will promptly assign to Licensor ownership of all data, inventions and rights in any related Patents generated before the date such rights revert to Licensor. The foregoing assignment and reversion of rights is subject to the payment by Licensor to Licensee of the royalties set forth in Section 3.2(d)(iii) as it relates to any Development Candidate or Product prior to the IND filing and the royalties set forth in Section 3.3(c) as it relates to any Development Candidate or Product after the IND filing, except that all such payments shall be reduced by ***** from the amounts that are otherwise payable.
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Effect of Termination by Licensor. 28 10.04 Return of Intellectual Property............................. 28 10.05 Survival.................................................... 29
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Effect of Termination by Licensor. Upon termination of this Agreement by Licensor pursuant to Section 13.7(a), all rights granted to Licensee to the Technology in the Territory will immediately and automatically terminate and revert to Licensor, Licensee will stop recruiting for any ongoing Clinical Studies and will terminate them in accordance with ethical guidelines, and Licensee will promptly assign to Licensor ownership of all data, inventions and rights in any related Patents, and will grant Licensor a an exclusive, sublicensable license under the Joint Patents and Licensee Patents in the Field in the Territory, generated before the date such rights revert to Licensor. The foregoing assignment and reversion of rights is subject to the 64 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. payment by Licensor to Licensee of the royalties set forth in Section 3.2(d)(iii) as it relates to any Development Candidate or Product prior to the IND filing and the royalties set forth in Section 3.3(c) as it relates to any Development Candidate or Product after the IND filing, except that all such payments shall be reduced by ***** from the amounts that are otherwise payable.
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Effect of Termination by Licensor. (i) In the event of a termination by Licensor, the Keychain Trainer Distribution Rights, the Application IP rights in connection with the Keychain Trainer, Trade IP and any and all other rights granted to Licensee under this License Agreement shall immediately cease without the need or requirement of Licensor to seek a court order terminating such rights. (ii) Further, the License Key as set forth in Section 2(b)(ii) will expire and the Application IP and related software will cease to function automatically.
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Effect of Termination by Licensor. Whether or not Licensor exercises such right of termination, Licensor shall, upon the occurrence of any such Licensee Event of Default under clause (b) of Section 14.1 or, in the case of a Licensee Event of Default under clause (a) of Section 14.1 after delivering an Event of Default Notice to Licensee, have the right to suspend or discontinue the delivery of Copies to Licensee, and Licensor shall have the right to require Licensee to immediately return all Copies. No such suspension or discontinuance shall extend the License Period(s) of licenses granted or the Term of this Agreement. In addition to any and all other remedies in respect of a Licensee Event of Default which Licensor may have under applicable law, Licensor shall be entitled to recover from Licensee all amounts payable by Licensee to Licensor hereunder, together with interest at a rate equal to the lesser of (i)110% of the Prime Rate (as defined in Section 5.6) and (ii) the maximum rate permitted by applicable law, plus reasonable attorney fees, and all costs and expenses, including collection agency fees, incurred by Licensor to enforce the provisions thereof and accelerate the payment of all License Fees. Licensor shall be entitled to recover from Licensee in addition to the said unpaid portion of the License Fee, reasonable counsel fees and/or collection agency fees incurred by Licensor to enforce the provisions hereof.
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Effect of Termination by Licensor. Upon termination by Licensor pursuant to [***], (i) all rights and the licenses granted to Licensee by Licensor with respect to [***] shall immediately terminate and, subject to this Section 13.3(c), all future obligations of each Party and its Affiliates under this Agreement with respect to [***] will immediately cease, (ii) Licensee will [***], and (iii) Licensee shall (x) grant to Licensor a non-exclusive (which license may become exclusive upon agreement by the Parties in good faith on commercially reasonable terms, including financial terms), royalty-free, perpetual, and sublicensable license under any Licensee Technology owned by Licensee or its Affiliates to the extent necessary for Exploiting any Compound(s) or Product(s) in [***] and (y) assign to Licensor any relevant Regulatory Materials or Regulatory Approval owned by Licensee or its Affiliates with respect thereto.
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Effect of Termination by Licensor. Whether or not Licensor exercises such right of termination, Licensor shall, upon the occurrence of any such Licensee Event of Default under clause (b) of Section 15.1 or, in the case of a Licensee Event of Default under clause (a) of Section 15.1 after delivering an Event of Default Notice to Licensee, without prejudice to any of its other rights and remedies under applicable law or under this Agreement, have the right to immediately suspend or discontinue Licensor’s performance of any and all of its obligations under the Agreement, including the delivery of Copies and/or Advertising Materials to Licensee, as well as suspend Licensee’s right to exploit any Programs. In addition, Licensor shall have the right to require Licensee to immediately return all Copies and Advertising Materials to Licensor in the condition as set forth in Articles 6 and 8. No suspension or discontinuance shall extend the License Period(s) of licenses granted or the Term of this Agreement or suspend or terminate Licensee’s obligation to pay amounts due hereunder, including amounts owed for Copies not yet delivered. In addition to any and all other remedies in respect of a Licensee Event of Default which Licensor may have under applicable law, Licensor shall be entitled to recover from Licensee all amounts payable by Licensee to Licensor hereunder, together with interest compounded monthly at a rate equal to the lesser of (i)110% of the Prime Rate (as defined in Section 5.7) and (ii) the maximum rate permitted by applicable law, plus reasonable attorney fees, and all costs and expenses, including collection agency fees, incurred by Licensor to enforce the provisions hereof.
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Effect of Termination by Licensor. Upon termination by Licensor pursuant to Section 13.3(a), (i) all rights and the licenses granted to Licensee by Licensor for any terminated country(ies) shall immediately terminate and, subject to this Section 13.3(c), all future obligations of each Party and its Affiliates under this Agreement with respect to any terminated country(ies) will immediately cease, (ii) Licensee will stop recruiting for any ongoing Clinical Studies for any terminated country(ies) and will terminate them in accordance with ethical guidelines, and (iii) all rights in any Product(s), Licensor Technology and Licensee Technology (other than Licensee Technology that is purchased from a Third Party other than Licensor) and Regulatory Materials with respect to such terminated country(ies), shall be automatically assigned to Licensor.
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Related to Effect of Termination by Licensor

  • 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.

  • Termination by Licensor Without Notice Licensee shall be deemed to be in default under this Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminate.

  • 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.

  • Termination by Licensee Licensee, at its option, may terminate the Agreement by providing Licensor written notice of intent to terminate, which such termination effective will be ninety (90) days following receipt of such notice by Licensor.

  • 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 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 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 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.

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