Effect of Termination or Expiration of Agreement Sample Clauses

Effect of Termination or Expiration of Agreement. The Parties will be subject to the terms and conditions set forth in this Section upon the termination or expiration of this Agreement.
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Effect of Termination or Expiration of Agreement. Upon any termination or expiration of this Agreement: (i) we will stop providing the Subscription Services, and you will stop all access to and use of the Subscription Services and Documentation; (ii) you will promptly return any leased Hardware, On-Prem Software and Documentation as per our written directions; (iii) you will promptly pay all unpaid Fees and applicable Taxes due through the end of the Term; and (iv) each Party will either return to the Disclosing Party (or, at such Disclosing Party's instruction, destroy and provide such Disclosing Party with written certification of the destruction of) all documents, computer files, and other materials containing any of such Disclosing Party's Confidential Information that are in the Receiving Party's possession or control. Customer shall provide Shift 5 with a signed written statement confirming that the On-Prem Software and any leased Hardware has been permanently removed from Customers systems and platforms.
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Effect of Termination or Expiration of Agreement. 17.3.1 In case of any termination or expiration of this Agreement, all rights and obligations of the Parties shall cease immediately, unless otherwise indicated in this Agreement. 17.3.2 Expiration or termination of this Agreement shall not relieve the Parties of any obligation accrued prior to such expiration or termination, nor shall expiration or any termination of this Agreement preclude either Party from pursuing all rights and remedies it may have under this Agreement, at law or in equity, with respect to breach of this Agreement nor prejudice any Party's right to obtain performance of any obligation. 17.3.3 Upon termination or expiration of this Agreement, upon the request of the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party or destroy the Disclosing Party's Confidential Information, including all copies thereof, except to the extent that retention of such Confidential Information is reasonably necessary for the Receiving Party to Exploit any continuing rights it may have and/or to fulfill its obligations contemplated herein, including its obligations of non-disclosure and non-use hereunder. The return and/or destruction of such Confidential Information as provided above shall not relieve the Receiving Party of its obligations under this Agreement. The provisions of this section shall not apply to copies of electronically exchanged Confidential Information made as a matter of routine information technology backup and to Confidential Information or copies thereof which must be stored by the Receiving Party according to provisions of Law. 17.3.4 Without limiting any of the other provisions of this Agreement, upon termination of this Agreement for any reason Bayer shall destroy or return to Licensor, at Licensor's option, any remaining Materials and Antibody (and will destroy any derivatives thereof) at the effective date of the termination and shall no longer have any right under this Agreement to use or access the Materials and Antibody (including any sequence with respect thereto).
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Effect of Termination or Expiration of Agreement. Unless determined otherwise by the Management Committee in accordance with Section 6.4, upon the expiration or termination of this Agreement, the party that created New Intellectual Property shall remain the owner thereof, and Sears or its designee shall, upon the exercise of the Repurchase Option, have a right to receive a perpetual, non-exclusive royalty-free license to such New Intellectual Property owned solely by Purchaser but only for use with respect to the Sears Repurchased Assets or a successor program.
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Effect of Termination or Expiration of Agreement. 14.1 Termination or expiration of this Agreement shall not affect the rights and obligations of the parties under provisions which by their meaning or intent have an effect beyond the duration of this Agreement. Such provisions shall, except to the extent expressly limited by their terms, survive any such termination or expiration. In addition, the liabilities of the parties for any breach of this Agreement shall survive expiration or termination hereof. Without in any way limiting the foregoing, but subject to Section 14.2, PROJECTS and drug development activities relating to CANDIDATES resulting from PROJECTS shall not be affected by any termination of this Agreement pursuant to Article 13 and any provisions of this Agreement relating thereto shall survive any such termination. 14.2 The parties are aware that termination or expiration of this Agreement has an impact on the development of PROJECTS and needs special considerations. The parties therefore agree in clarification of Section 14.1 above on the following: 14.2.1 Termination during Research Stage pursuant to Section 13.1, 13.2 and 13.3. At least 90 days prior to termination of this Agreement, with regard to any PROJECT which has not at such time progressed beyond the RESEARCH STAGE, the parties shall discuss in good faith whether or not to continue jointly such PROJECT. If the parties cannot agree in such discussions to continue such PROJECT jointly within the above mentioned 90 days, such PROJECT shall terminate and then 14.2.1.1 each party shall be entitled to continue on its own to attempt to identify and develop compounds whose mechanism of action is the TARGET of such PROJECT for the alleviation of PAIN and to use in connection therewith any BACKGROUND TECHNOLOGY, PROJECT TECHNOLOGY and PATENT RIGHTS of the other party which exist at the time of termination, 14.2.1.2 neither party shall have any obligation to provide any additional data or other information relating to such TARGET or its continuing efforts to identify and develop such compounds to the other party and 14.2.1.3 neither party shall have any financial obligation to the other party with respect to any product which may result from its efforts or with respect to its use of any technology, rights or other data or information referred to in this Section 14.2.1. 14.2.2 Termination during Early Development Stage pursuant to Section 13.1 or Section 13.3. Upon termination due to Section 13.1 or Section 13.3 of this Agreement with regard ...
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Effect of Termination or Expiration of Agreement. Upon termination or expiration of this Agreement, all rights and licenses granted herein shall terminate, except as necessary to exhaust LICENSEE’s existing inventory of HP Branded Products during any Inventory Exhaustion Period. LICENSEE shall remain obligated after any termination or expiration of this Agreement to fulfill all of its warranty, support and spare parts obligations, and any supporting services necessary to allow consumers the continued use of HP Branded Products as part of the warranty obligation as described in Sections 10.9 and 10.10 and Exhibits 8 and 9. These supporting services shall not be HP branded unless otherwise directed by HP, which direction may be or may not be given at HP’s sole discretion. In addition: 15.4.1 Immediately upon termination or expiration, Licensee shall cease all use and advertising of the HP Trademarks, except solely as necessary to dispose of any existing inventory of HP Branded Products. 15.4.2 Within 120 days following expiration or termination, Licensee shall, at its expense (i) deliver to HP all packages, labels, signage, HP tools, HP equipment, HP products and other materials which are in Licensee’s possession or control, or, at HP’s sole option (ii) destroy all packages, signage, and other materials bearing the HP Trademarks (except that HP tools, HP equipment, and HP products must be returned to HP, and except to the extent LICENSEE must retain and use labels, signage and other materials solely as necessary to dispose of any existing inventory). 15.4.3 In the event LICENSEE has any remaining inventory of HP Branded Product following the expiration of any Inventory Exhaustion Period, LICENSEE shall, at HP’s option, within 30 days of the expiration of the Inventory Exhaustion Period, (i) allow HP to purchase all such products from LICENSEE at LICENSEE’s manufacturing cost, or (ii) at HP’s sole option and to HP’s satisfaction, at LICENSEE’s expense, remove the HP Trademarks and other indicia of HP branding from such remaining portion of its inventory, except for an adequate amount for the provision of warranty services or, if removal of the HP Trademarks and other indicia of HP branding is not practicable, at LICENSEE’s expense, destroy the inventory (after any salvageable parts that do not contain such indicia have been removed) or donate such products to one or more charities of LICENSEE’s choosing. 15.4.4 In the event that the effective date of any termination of this Agreement falls within a quarter f...
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Effect of Termination or Expiration of Agreement. Nothing herein shall be construed to release either party from any obligation which matured prior to the effective date of such termination or which may continue beyond such termination. Neither termination nor expiration of this Agreement nor waiver of any right to terminate under this Agreement shall impair or limit any rights or remedies that FXRE or ThrillRides may have at law or in equity.
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Effect of Termination or Expiration of Agreement. Upon the termination of Employee’s employment for any reason, including upon expiration of the term of this Agreement, Employer shall pay Employee the compensation and benefits accrued and payable to Employee under Section 4 through the date of such termination (the “Termination Date”). Employee shall also provide to Employee such other payments and benefits (if any) as a result of such termination as are expressly provided for in or contemplated by this Agreement. Except as expressly provided herein or contemplated hereby, Employee’s rights following any termination under Employer’s equity incentive plans and under Employer’s benefit plans of general application, including without limitation any medical, dental, vision, life, disability, and 401(k) plans then in effect, shall be determined under the provisions of those plans. Following the termination of Employee’s employment with the Company, the Company will also maintain directors’ and officers’ liability insurance coverage with respect to Employee (as a former executive officer of the Company) to the same extent the Company would maintain such insurance with respect to similarly situated former executive officers of the Company.
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Effect of Termination or Expiration of Agreement 
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Related to Effect of Termination or Expiration of Agreement

  • Effect of Termination or Expiration Upon any termination of this XXXX, or license granted pursuant to this XXXX, or upon expiration of a term license: (a) all Software Licenses will immediately terminate; (b) Licensee will immediately cease all use of the Software; and (c) Licensee must either deliver to OT or destroy all copies of Software, Documentation, and OT confidential information in Licensee’s possession or control. Within 15 days after termination, an authorized representative of Licensee must certify in writing that all copies have been delivered to OT or destroyed. Any terms in this XXXX which by their nature extend beyond termination or expiration of this XXXX will remain in effect until fulfilled.

  • 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 Expiration or Termination (a) Upon expiration of the Term of this Agreement, Xxxxxx shall be permitted to sell off any inventory of Generic Product in its possession as of the date of expiration. (b) Upon termination of this Agreement by Salix pursuant to Section 11.2(a) or by Xxxxxx pursuant to Section 11.8: (i) Xxxxxx immediately shall cease all sales, marketing and distribution of the Generic Product and Xxxxxx shall immediately destroy any inventory of Generic Product under its control, at its expense, and shall either, at Salix’s option, (A) allow a Salix representative to be present during such destruction or (B) provide a certificate of such destruction. (ii) All then outstanding Firm Orders automatically shall be cancelled. (iii) Xxxxxx promptly shall reimburse Salix for all actual and reasonable costs incurred by Salix to complete activities associated with the termination of this Agreement, including, without limitation (A) the costs of all Materials purchased by Salix up to the effective date of termination which cannot be diverted to Salix’s other uses and which are non-refundable and (B) the Purchase Price for any finished Generic Product and the cost of any work in process which cannot be diverted to Salix’s other uses held by Salix as of the effective date of termination and Manufactured by Salix in accordance with Firm Orders then outstanding. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. (iv) To the extent any amount reimbursable by Salix pursuant to Section 3.1(b) has not been reimbursed by Salix or credited against Profits payable by Xxxxxx as of the date of termination, Salix shall reimburse such amount to Xxxxxx within sixty (60) days after the date of termination. (c) Upon termination of this Agreement by Salix pursuant to Section 11.2(b) or (c): (i) Xxxxxx shall be permitted to sell off any inventory of Generic Product in its possession as of the date of termination. (ii) All then outstanding Firm Orders automatically shall be cancelled. (iii) Xxxxxx promptly shall reimburse Salix for all actual and reasonable costs incurred by Salix to complete activities associated with the termination of this Agreement, including, without limitation (A) the costs of all Materials purchased by Salix up to the effective date of termination which cannot be diverted to Salix’s other uses and which are non-refundable and (B) the Purchase Price for any finished Generic Product and the cost of any work in process which cannot be diverted to Salix’s other uses held by Salix as of the effective date of termination and Manufactured by Salix in accordance with Firm Orders then outstanding. (d) Upon termination of this Agreement by Salix pursuant to Section 11.2(d): (i) All then outstanding Firm Orders automatically shall be cancelled. (ii) Xxxxxx immediately shall cease all sales, marketing and distribution of the Generic Product and Salix promptly shall repurchase all saleable inventory of the Generic Product held by Xxxxxx as of the date of termination at the Purchase Price paid for such Generic Product, and Xxxxxx shall deliver such Generic Product to Salix at Salix’s expense. (e) Upon termination of this Agreement by Xxxxxx pursuant to Section 11.3 or by Salix pursuant to Section 11.8: (i) All then outstanding Firm Orders automatically shall be cancelled. (ii) Xxxxxx shall be permitted to sell off any inventory of Generic Product in its possession as of the date of termination. (iii) To the extent any amount reimbursable by Salix pursuant to Section 3.1(b) has not been reimbursed by Salix or credited against Profits payable by Xxxxxx as of the date of termination, Salix shall reimburse such amount to Xxxxxx within sixty (60) days after the date of termination. (f) Upon termination of this Agreement by Salix pursuant to Section 11.2(f) or 11.4(a): (i) All then outstanding Firm Orders automatically shall be cancelled; provided that, if on the date of termination Xxxxxx holds less than [*] months’ of inventory of the Generic Product (determined based on the average monthly amount of Generic Product sold by Xxxxxx and its Affiliates during the [*] full month-period prior to the date of termination), then, at Xxxxxx’x option, Salix will fulfill, in accordance with the terms of this Agreement and such Firm Orders, that portion of any outstanding Firm Orders necessary to supply Xxxxxx a quantity of Generic Product equal to the difference between [*] months’ inventory and the quantity of Generic Product actually held by Xxxxxx on the date of termination. (ii) Xxxxxx shall be permitted a sell-off period of [*] days to sell off any inventory of Generic Product in its possession as of the date of termination. Xxxxxx immediately shall cease all sales, marketing and distribution of the Generic Product at the end of such selloff period and Salix promptly shall repurchase all saleable inventory of the Generic Product held by Xxxxxx as of the end of such selloff period at the Purchase Price paid by Xxxxxx for such Generic Product, and Xxxxxx shall deliver such Generic Product to Salix at Salix’s expense. (g) Upon termination of this Agreement by Salix pursuant to Section 11.5: (i) All then outstanding Firm Orders automatically shall be cancelled. (ii) Xxxxxx immediately shall cease all sales, marketing and distribution of the Generic Product. (iii) Salix promptly shall repurchase (A) all saleable inventory of the Generic Product held by Xxxxxx as of the date of termination and (B) all Generic Product recovered by Xxxxxx from customers in accordance with subsection (iv) below, in each case at the Purchase Price paid for such Generic Product, and Xxxxxx shall deliver such Generic Product to Salix at Salix’s expense. (iv) Under the direction of Salix, Xxxxxx shall, at Salix’s expense (excluding any refunds to customers, which shall be paid by [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. Xxxxxx and taken into account in the calculation of Net Sales), use its best efforts to recover all Generic Product which has been delivered to Xxxxxx but is no longer within Xxxxxx’x control, other than such Generic Product that has been consumed; provided that if any refunds paid to a customer by Xxxxxx under this Section 11.8(g)(iv) would reduce the Profits for any period with respect to which a payment of Profits had already been made by Xxxxxx to Salix pursuant to Section 3.2, Salix promptly shall pay to Xxxxxx the amount necessary such that the proper allocation of Profits for such period pursuant to Section 3.1, taking into account such refunds, shall be achieved. (h) Upon termination of this Agreement by either party pursuant to Section 11.6: (i) All then outstanding Firm Orders automatically shall be cancelled. (ii) Xxxxxx immediately shall cease all sales, marketing and distribution of the Generic Product and Xxxxxx shall immediately destroy any inventory of Generic Product under its control and shall either, at Salix’s option, (i) allow a Salix representative to be present during such destruction or (ii) provide a certificate of such destruction. (iii) Salix shall bear [*]% and Xxxxxx shall bear [*]% of all actual and reasonable costs incurred by the parties to complete activities associated with the termination of this Agreement, including, without limitation, (A) the costs of all Materials purchased by Salix up to the effective date of termination which cannot be diverted to Salix’s other uses and which are non-refundable, (B) the cost of any Generic Product and any work in process which cannot be diverted to Salix’s other uses held by Salix as of the effective date of termination and Manufactured by Salix in accordance with Firm Orders then outstanding, and (C) the Purchase Price paid by Xxxxxx for any Generic Product held by Xxxxxx as of the date of termination. Each party shall use Commercially Reasonable Efforts to minimize the costs it incurs to complete activities associated with the termination of this Agreement. (iv) Each party acknowledges and agrees that the other party shall have no liability of any kind to such first party, other than as provided in this Section 11.9(h), for termination of this Agreement under Section 11.6. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. (i) Upon termination of this Agreement by Salix pursuant to Section 11.2(e): (i) All then outstanding Firm Orders automatically shall be cancelled. (ii) Xxxxxx immediately shall cease all sales, marketing and distribution of the Generic Product and Salix promptly shall repurchase all saleable inventory of the Generic Product held by Xxxxxx as of the termination date at the Purchase Price paid by Xxxxxx for such Generic Product, and Xxxxxx shall deliver such Generic Product to Salix at Salix’s expense. (iii) Salix shall reimburse Xxxxxx for any reasonable and customary supplier penalties that are incurred by Xxxxxx for cancellation of customer supply contracts that exist as of the date of the notice for such termination. (j) Upon termination of this Agreement by Xxxxxx pursuant to Section 11.4(b): (i) Xxxxxx immediately shall cease all sales, marketing and distribution of the Generic Product and Xxxxxx shall immediately destroy any inventory of Generic Product under its control, at its expense, and shall either, at Salix’s option, (A) allow a Salix representative to be present during such destruction or (B) provide a certificate of such destruction. (ii) All then outstanding Firm Orders automatically shall be cancelled. (iii) For a period of twelve (12) months from the effective date of such termination, Xxxxxx shall make monthly payments to Salix, not later than forty-five (45) days after the end of each month during such twelve (12) month period, each of which payments shall be equal to [*]% of the Average Monthly Profits. (k) Upon termination of this Agreement by Salix pursuant to Section 11.4(b): (i) Xxxxxx immediately shall cease all sales, marketing and distribution of the Generic Product and Salix promptly shall repurchase all saleable inventory of the Generic Product held by Xxxxxx as of the termination date at the Purchase Price paid by Xxxxxx for such Generic Product, and Xxxxxx shall deliver such Generic Product to Salix at Salix’s expense. (ii) All then outstanding Firm Orders automatically shall be cancelled. (iii) For a period of twelve (12) months from the effective date of such termination, Xxxxxx shall make monthly payments to Salix, not later than forty-five (45) days after the end of each month during such twelve (12) month period, each of which payments shall be equal to [*]% of the Average Monthly Profits. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

  • Property Rights upon Termination or Expiration of Contract In the event the Grant Agreement is terminated for any reason or expires, State Property remains the property of the System Agency and must be returned to the System Agency by the earlier of the end date of the Grant Agreement or upon System Agency’s request.

  • Data Transfer Upon Termination or Expiration Provider will notify the Division of impending cessation of its business and any contingency plans. Provider shall implement its exit plan and take all necessary actions to ensure a smooth transition of service with minimal disruption to the Division. As mutually agreed upon and as applicable, Provider will work closely with its successor to ensure asuccessful transition to the new equipment, with minimal downtime and effect on the Division, all such work to be coordinated and performed in advance of the formal, transition date.

  • Delivery upon Termination or Expiration No later than the first calendar day after the termination or expiration of the Contract or upon System Agency’s request, Grantee shall deliver to System Agency all completed, or partially completed, Work Product, including any Incorporated Pre-existing Works, and any and all versions thereof. Xxxxxxx’s failure to timely deliver such Work Product is a material breach of the Contract. Grantee will not retain any copies of the Work Product or any documentation or other products or results of Grantee’s activities under the Contract without the prior written consent of System Agency.

  • Consequences of termination or expiry 27.1 Notwithstanding the provisions of Clause 23, wherever the Authority chooses to put out to tender for a replacement service provider some or all of the Services, the Service Provider shall disclose to tenderers such information concerning the Services as the Authority may require for the purposes of such tender. The Service Provider may impose upon any recipient of such information such obligations of confidentiality as it may require. 27.2 The termination or expiry of the Contract shall not prejudice or affect any right, power or remedy which has accrued or shall accrue to either Party prior to or after such termination or expiry. 27.3 Upon expiry or termination of the Contract (howsoever caused): 27.3.1 the Service Provider shall, at no further cost to the Authority: 27.3.1.1 take all such steps as shall be necessary to agree with the Authority a plan for the orderly handover of Services to the Authority (or its nominee), such that the Services can be carried on with the minimum of interruption and inconvenience to the Authority and to effect such handover; and 27.3.1.2 on receipt of the Authority’s written instructions to do so (but not otherwise), arrange to remove all electronically held information by a mutually agreed date, including the purging of all disk-based information and the reformatting of all disks. 27.3.2 the Authority shall (subject to Clauses 17, 27.1 and 27.4 and the provisions of any security for due performance supplied by the Service Provider) pay the Service Provider any Charges remaining due in relation to any Services properly performed in accordance with the Contract up to the date of termination or expiry calculated so far as is possible in accordance with Schedule 4 or otherwise reasonably determined by the Authority. 27.4 On termination of the Contract under Clause 26.1 or a cessation of any Services under Clause 26.4 (but in the case of the latter only insofar as the right to cease any Services arises as a result of a right for the Authority to terminate under Clause 26.1), the Authority may enter into any agreement with any third party or parties as the Authority thinks fit to provide any or all of the Services and the Service Provider shall be liable for all additional expenditure reasonably incurred by the Authority in having such services carried out and all other costs and damages reasonably incurred by the Authority in consequence of such termination. The Authority may deduct such costs from the Charges or otherwise recover such costs from the Service Provider as a debt.

  • Termination or Expiration (a) No termination of this Lease prior to the normal ending thereof, by lapse of time or otherwise, shall affect Landlord's right to collect rent for the period prior to termination thereof. (b) Except as provided in Section 18 above, at the expiration or earlier termination of the Term of this Lease, Tenant shall surrender the Demised Premises and all improvements, alterations and additions thereto, and keys therefor to Landlord, clean and neat, and in the same condition as at the Lease Commencement Date, excepting normal wear and tear, condemnation and casualty other than that required to be insured against by Tenant hereunder. (c) If Tenant remains in possession of the Demised Premises after expiration of the Term, with or without Landlord's acquiescence and without any express agreement of the parties, Tenant shall be a tenant-at-sufferance at 125% of the Base Rent in effect at the end of the Term for sixty (60) days, and thereafter at one hundred fifty percent (150%) of the Base Rent in effect at the end of the Term. Tenant shall also continue to pay all other Additional Rent due hereunder, and there shall be no renewal of this Lease by operation of law. In addition to the foregoing, Tenant shall be liable for all costs incurred by Landlord in enforcing the provisions of this Section 30. No receipt of money by Landlord from Tenant after the termination of this Lease or Tenant's right of possession of the Demised Premises shall reinstate, continue or extend the Term or Tenant's right of possession.

  • Effects of Expiration or Termination Upon expiration of the License Term or termination of this Agreement, Customer shall promptly pay all sums owed by Customer, return the original copies of all Licensed Products to PTC, destroy and/or delete all copies and backup copies thereof from Customer’s computer libraries, storage facilities and/or hosting facilities, and certify in writing by an officer that Customer is in compliance with the foregoing requirements and that the Licensed Products are no longer in Customer’s possession or in use.

  • Rights and Duties upon Termination or Expiration 8.4.1 This Section and the following Sections of this Agreement listed below, shall survive termination or expiration of this Agreement: 3.3.2 Payment Limited to Satisfactory Services 9.1 Ownership of Results 3.3.7(a) Grant Funded Contracts - Disallowance 9.2 Works for Hire

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