Effect of Termination of Limited Exclusivity. Termination of the -------------------------------------------- relationship of Limited Exclusivity between Continental and Netcentives shall not affect the obligations of the parties under this Agreement except that upon the termination of the relationship of Limited Exclusivity, in addition to the loss of certain other rights as set forth in other Agreements between the parties, (i) immediately upon receipt of the Notice by Netcentives, [..

Effect of Termination of Limited Exclusivity. Termination of the -------------------------------------------- relationship of Limited Exclusivity between MPI and Netcentives shall not affect the obligations of the parties under this Agreement except that upon the termination of the relationship of Limited Exclusivity: (i) effective forty-five (45) days after receipt of the Notice, MPI shall be permitted to sell Miles to any third party, including a Direct Competitor of Netcentives, (ii) effective on and after forty-five (45) days after receipt of the Notice by Netcentives, Netcentives shall no longer be required to meet any guaranteed purchase commitments as set forth in Section 2.1(b) and (iii) effective on and after forty-five (45) days after receipt of the Notice by Netcentives, the price paid by Netcentives for Miles purchased thereafter shall be adjusted to [******] per Mile. Any sales by United or MPI to a Direct Competitor of Netcentives prior to the expiration of such Limited Exclusivity period shall be considered a material breach of this Agreement by MPI, unless excepted in Section 5.1(a) in accordance with the provisions of this Section 5.1(c).

Effect of Termination of Limited Exclusivity. Termination of the -------------------------------------------- relationship of Limited Exclusivity between NW and Netcentives shall not affect the obligations of the parties under this Agreement except that upon the termination of the relationship of Limited Exclusivity, in addition to the loss of certain other rights as set forth in other Agreements between the parties, (i) immediately upon receipt of the Notice by the non-terminating party, prices paid for miles by Netcentives shall be adjusted downward in accordance with Appendix A, hereof; (ii) immediately upon receipt of the Notice by the non- terminating party, designees of NW shall no longer be permitted to participate on the Partner Advisory Board; and (iii) beginning ninety (90) days after receipt of the Notice by the non-terminating party, NW shall be permitted to sell Miles to any third party, including a Direct Competitor of Netcentives.

Effect of Termination of Limited Exclusivity. Termination of the -------------------------------------------- relationship of Limited Exclusivity between MPI and Netcentives shall not affect the obligations of the parties under this Agreement except that upon the termination of the relationship of Limited Exclusivity: (i) immediately upon receipt of the Notice by the non-terminating party, Netcentives shall no longer be responsible for meeting the minimum volume purchase requirements as set forth in Exhibit B, (ii) beginning [***] after receipt of the Notice by the non- --------- terminating party, MPI shall be permitted to sell Miles to any third party, including a Direct Competitor of Netcentives, and (iii) if such Notice is delivered by MPI, then effective on and after [***] after receipt of the Notice by Netcentives, [***], as set forth in Exhibit B. Any sales by United or MPI --------- to a Direct Competitor of Netcentives prior to the expiration of such Limited Exclusivity period shall be considered a material breach of this Agreement by MPI, unless excepted in Section 5.1(a) in accordance with the provisions of this Section 5.1(c).

Effect of Termination of Limited Exclusivity. Termination of the -------------------------------------------- relationship of Limited Exclusivity between US Airways and Netcentives shall not affect the obligations of the parties under this Agreement except that upon the termination of the relationship of Limited Exclusivity, in addition to the loss of certain other rights as set forth in other Agreements between the parties, (i) immediately upon receipt of the Notice by Netcentives, Netcentives shall no longer be responsible for meeting the volume purchase requirements as set forth in this Agreement, (ii) beginning ninety (90) days after receipt of the Notice by Netcentives, US Airways shall be permitted to sell Miles to any third party, including a Direct Competitor of Netcentives, (iii) immediately upon receipt of the Notice by Netcentives, Netcentives shall no longer pay for Miles according to the pricing schedule under Limited Exclusivity and will instead pay for Miles according to the pricing schedule under dropping of Limited Exclusivity, as set forth in Appendix B. Each party agrees that its obligations under Limited Exclusivity as provided herein are necessary and reasonable in order to protect Netcentives and its business, and each party expressly agrees that monetary damages would be inadequate to compensate Netcentives for any breach by US Airways of its Limited Exclusivity related covenants and agreements. Accordingly, each party agrees and acknowledges that any such violation would cause irreparable injury to Netcentives and that, in addition to any other remedies that may be available, in law, in equity or otherwise, Netcentives shall be entitled to obtain injunctive relief against any such breach or the continuation of any such breach by US Airways, without the necessity of proving actual damages.

Related to Effect of Termination of Limited Exclusivity

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 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 of License 3.2.1 The Bank shall have, in the event of the Customer’s breach of or default under this Agreement and/ or the Bank being of the view that the Customer is not co-operating and/or complying with the terms and conditions of this Agreement, a right to terminate this Agreement and the license granted hereunder, after issuing to the Customer a prior written notice of not less than 3 (three) months by registered post or speed post (and also by (i) email where email id of the Customer is available; and (ii) SMS and/or WhatsApp where the mobile phone number of the Customer is available) (“Termination Notice”). 3.2.2 Upon receipt of the Termination Notice, the Licensor shall forthwith and before the end of the notice period stipulated under the Termination Notice surrender and vacate the Locker and handover the keys, password or any other identification mechanism and documents provided by the Bank for opening of the Locker, to the Bank.
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.
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.
Termination of License Agreement This Agreement will terminate automatically in the event that the License Agreement is terminated, provided that prior to such termination of this Agreement becoming effective, the Parties shall cooperate to wind down the activities being conducted hereunder as set forth in Section 15.5(b).
TERM, TERMINATION, AND MODIFICATION OF RIGHTS 13.1 This Agreement is effective when signed by all parties, unless the provisions of Paragraph 14.15 are not fulfilled, and shall extend to either the expiration of the last to expire of the Licensed Patent Rights or twenty (20) years, whichever is longer, unless sooner terminated as provided in this Article 13. 13.2 In the event that the Licensee is in default in the performance of any material obligations under this Agreement, including but not limited to the obligations listed in Paragraph 13.5, and if the default has not been remedied within ninety (90) days after the date of notice in writing of the default, IC may terminate this Agreement by written notice and pursue outstanding royalties owed through procedures provided by the Federal Debt Collection Act. 13.3 In the event that the Licensee becomes insolvent, files a petition in bankruptcy, has such a petition filed against it, determines to file a petition in bankruptcy, or receives notice of a third party’s intention to file an involuntary petition in bankruptcy, the Licensee shall immediately notify IC in writing. 13.4 The Licensee shall have a unilateral right to terminate this Agreement in any country or territory by giving IC sixty (60) days written notice to that effect. 13.5 IC shall specifically have the right to terminate or modify, at its option, this Agreement, if IC determines that the Licensee: (a) is not executing the WHO C-TAP Development Plan submitted with its request for a license and the Licensee cannot otherwise demonstrate to IC’s satisfaction that the Licensee has taken, or can be expected to take within a reasonable time, effective steps to achieve Practical Application of the Licensed Products or Licensed Processes; (b) has not achieved the Benchmarks as may be modified under Paragraph 9.2; (c) has willfully made a false statement of, or willfully omitted, a material fact in the license application or in any report required by this Agreement; (d) has committed a material breach of a covenant or agreement contained in this (e) is not keeping Licensed Products or Licensed Processes reasonably available to the public after commercial use commences; (f) cannot reasonably satisfy unmet health and safety needs; or (g) cannot reasonably justify a failure to comply with the domestic production requirement of Paragraph 5.2, unless waived; or (h) has been found by a court of competent jurisdiction to have violated the Federal antitrust laws in connection with its performance under this Agreement. 13.6 In making the determination referenced in Paragraph 13.5, IC shall take into account the normal course of such commercial development programs conducted with sound and reasonable business practices and judgment and the annual reports submitted by the Licensee under Paragraph 9.2. Prior to invoking termination or modification of this Agreement under Paragraph 13.5, IC shall give written notice to the Licensee providing the Licensee specific notice of, and a ninety (90) day opportunity to respond to, IC’s concerns as to the items referenced in 13.5(a)-13.5(h). If the Licensee fails to alleviate IC’s concerns as to the items referenced in 13.5(a)-13.5(h) or fails to initiate corrective action to IC’s satisfaction, IC may terminate this Agreement. 13.7 IC reserves the right according to 35 U.S.C. §209(d)(3) to terminate or modify this Agreement if it is determined that the action is necessary to meet the requirements for public use specified by federal regulations issued after the date of the license and these requirements are not reasonably satisfied by the Licensee. 13.8 Within thirty (30) days of receipt of written notice of IC’s unilateral decision to modify or terminate this Agreement, the Licensee may, consistent with the provisions of 37 C.F.R. §404.11, appeal the decision by written submission to the designated IC official. The decision of the designated official shall be the final agency decision. The Licensee may thereafter exercise any and all administrative or judicial remedies that may be available. 13.9 Within ninety (90) days of expiration or termination of this Agreement under this Article 13, a final report shall be submitted by the Licensee. Any royalty payments, including those incurred but not yet paid (such as the full minimum annual royalty), and those related to patent expense, due to IC shall become immediately due and payable upon termination or expiration. Unless otherwise specifically provided for under this Agreement, upon termination of this Agreement, the Licensee shall return all Licensed Products or other materials included within the Licensed Patent Rights to IC or provide IC with written certification of the destruction thereof. The Licensee may not be granted additional IC licenses if the final reporting requirement is not fulfilled.
Integration; Binding Effect; Survival of Termination This Agreement and the other Transaction Documents contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until the Final Payout Date; provided, however, that the provisions of Sections 5.01, 5.02, 5.03, 11.04, 11.06, 12.04, 13.01, 13.02, 14.04, 14.05, 14.06, 14.09, 14.11 and 14.13 shall survive any termination of this Agreement.
License of Data; Warranty; Termination of Rights A. The valuation information and evaluations being provided to the Trust by USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary to valuing the Trust’s assets and reporting to regulatory bodies (the “License”). The Trust does not have any license nor right to use the Data for purposes beyond the intentions of this Agreement including, but not limited to, resale to other users or use to create any type of historical database. The License is non-transferable and not sub-licensable. The Trust’s right to use the Data cannot be passed to or shared with any other entity. The Trust acknowledges the proprietary rights that USBFS and its suppliers have in the Data. B. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. C. USBFS may stop supplying some or all Data to the Trust if USBFS’s suppliers terminate any agreement to provide Data to USBFS. Also, USBFS may stop supplying some or all Data to the Trust if USBFS reasonably believes that the Trust is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBFS’s suppliers demand that the Data be withheld from the Trust. USBFS will provide notice to the Trust of any termination of provision of Data as soon as reasonably possible.
Termination Effect of Termination 41 Section 8.01. Termination............................................................. 41 Section 8.02. Effect of Termination................................................... 42

Effect of Termination of Limited Exclusivity Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Related to Effect of Termination of Limited Exclusivity