Effect of Termination; Data Retention. Unless otherwise expressly provided in this Agreement:
(a) upon and after the termination or expiration of this Agreement for any or no reason:
(i) subject to the continuing rights, licenses, and obligations of either Party under this Agreement, including this Section 10.5, all authorizations and licenses granted hereunder will immediately terminate and the respective Parties shall cease all activities concerning, including in the case of the Company, its Sublicensees and Authorized Users, all use of, the expired or terminated Services and related Genesys Materials, and promptly return or destroy all such Genesys Materials including all Company Confidential Information to Genesys in accordance with same procedures as set forth in Section 10.5(a)(iv) and (v); and, in the case of Genesys, the Company Data and the Company Marks;
(ii) The Company shall pay to Genesys, subject to the Company’s right of set-off all undisputed charges and amounts due and payable to Genesys, if any, for Services actually performed;
(iii) Genesys shall repay, on a pro rata basis, all fees, expenses and other amounts paid in advance for any Services that Genesys has not performed as of the effective date of such expiration or termination;
(iv) Genesys shall, at the Company’s option and upon its written request: (A) promptly return or destroy and erase from all systems it directly or indirectly uses or controls all originals and copies of all documents, materials, and other embodiments and expressions in any form or medium that contain, reflect, incorporate, or are based on any Confidential Information owned by the Company, and (B) provide a written statement to the Company certifying that it has complied with the requirements of this Section; and
(v) Genesys shall deliver to the Company F.O.B. shipping point all (A) documents, work product, and other materials, whether or not complete, prepared by or on behalf of Genesys in the course of performing the Services, and (B) Company-owned property, equipment and other materials in its possession or control in accordance with instructions provided by the Company for such return upon termination.
(b) Upon termination of this Agreement for any reason Genesys shall provide the Company with a period of 90 days of access to and use of the Services to permit the Company to transition the Company’s use of the Services to another service (the “Continuity Period”). Except insofar as is required for Genesys to provide the Services during the Contin...
Effect of Termination; Data Retention. Unless otherwise expressly provided in this Agreement, upon and after the termination or expiration of this Agreement:
(a) CSI will cease performing the Services and Crossref will cease paying the Service Fees (other than as set out in subsection (c));
(b) Except for those rights, authorizations, and licenses that expressly survive termination or expiration under the terms of this Agreement (including as set forth in Section 17.3), all rights, authorizations and licenses granted hereunder will immediately terminate; #16076915v11
(c) Crossref shall pay to CSI all undisputed charges and other amounts due and payable to CSI, if any, under this Agreement, as of the date of expiration or termination;
(d) CSI shall repay, on a pro rata basis, all credits, fees, expenses and other unused amounts paid by or owed to Crossref for any Services that CSI has not completed or performed as of the effective date of such expiration or termination, as applicable;
(e) CSI shall:
(1) promptly return to Crossref all originals and copies of all documents, materials, and other embodiments and expressions in any form or medium that contain, reflect, incorporate, or are based on Crossref’s Confidential Information, in whole or in part (collectively the “Crossref Assets”); and (2), promptly following Crossref’s written confirmation of receipt of the returned Crossref Assets, securely destroy any Crossref Assets in its possession, custody, or control (except to the extent any such Crossref Assets are permitted to be retained under this Agreement) and provide a written statement to Crossref certifying that it has complied with the requirements of this Section 12.3(e). Crossref may, in its sole discretion and upon written notice to CSI, elect to forgo its rights in whole or in part under subsection (1) to a return of the Crossref Assets; and
(f) Crossref shall: (1) promptly return to CSI all originals and copies of all documents, materials, and other embodiments and expressions in any form or medium that contain, reflect, incorporate, or are based on CSI’s Confidential Information, in whole or in part (collectively the “CSI Assets”); and (2), promptly following CSI’s written confirmation of receipt of the returned CSI Assets, securely destroy the any CSI Assets in its possession, custody, or control (except to the extent any such CSI Assets are permitted to be retained under this Agreement) and provide a written statement to CSI certifying that it has complied with the requirements of...
Effect of Termination; Data Retention. In addition, unless otherwise expressly provided in this Agreement or the applicable Order Form, and upon and after the termination or expiration of this Agreement or one or more Order Forms for any or no reason:
(i) subject to the continuing rights, licenses, and obligations of either party under this Agreement, including this Section 12.2.3, or any Order Form, all authorizations and licenses granted hereunder will immediately terminate and the respective parties shall cease all activities concerning, including in the case of Issuer, all use of, the expired or terminated Services and the Platform, and, in the case of Securitize, the Issuer Data, Issuer Due Diligence Information, and the Issuer Materials;
(ii) Issuer shall pay to Securitize all undisputed charges and amounts due and payable to Securitize, if any, for Services actually performed under the terminated or expired Order Form;
(iii) Securitize shall repay, on a pro rata basis, all fees, expenses, and other amounts paid in advance for any Services that Securitize has not performed as of the effective date of such expiration or termination, as applicable, with respect to Services required to be performed under the terminated or expired Order Form or Order Forms;
Effect of Termination; Data Retention. Upon and after the expiration or termination of this Agreement: (a) Client shall pay to Xxxxx, subject to any set-off rights, all undisputed charges and amounts due and payable to Xxxxx, if any, (b) Xxxxx shall repay, on a pro rata basis, all fees, expenses and other amounts paid in advance and shall reimburse Client for any amounts that may be due as a result of outstanding Service Credits or otherwise;
Effect of Termination; Data Retention. (a) upon and after the termination or expiration of this Agreement for any or no reason:
(b) Subject to the continuing rights, licenses and obligations of either party under this Agreement, including this Section, all licenses granted hereunder will immediately terminate and the respective parties shall cease all activities concerning, including all use of, in the case of Customer, the expired or terminated Hosted Services and related Provider Materials, and, in the case of Provider, the Customer Data;
