Common use of Effect of Termination or Expiration Clause in Contracts

Effect of Termination or Expiration. Upon termination or expiration of this Agreement, neither EQ nor CUSTOMER will have any further obligations under this Agreement provided that, such termination or expiration shall be without prejudice to any rights that have accrued to the benefit of a Party prior to such expiration or termination and, further provided, that: (i) Except in the event of termination of the Agreement due to breach of material obligations under the Agreement by EQ, CUSTOMER will, in accordance with the terms of this Agreement pay to EQ: [ * ]. At CUSTOMER’s election in writing and cost, EQ will deliver or destroy such Product and Materials as directed by CUSTOMER; and in the event of termination of this Agreement by CUSTOMER under Section 10.2(ii), [ * ]. The Parties agree that any amounts owed as a consequence of this Section 10.3 are subject to the provision of satisfactory documentary evidence and reasonable auditing. (ii) EQ shall return to CUSTOMER or destroy, as elected by CUSTOMER and in both cases at CUSTOMER's cost and expense, any CUSTOMER Materials and CUSTOMER Equipment in the possession of EQ, except to the extent such CUSTOMER Materials or CUSTOMER Equipment are required for EQ to fulfill any surviving obligations of this Agreement. (iii) each Recipient will promptly return to the Discloser all of Discloser’s Confidential Information (including all copies) provided to Recipient under this Agreement or under any Statement of Work which has been terminated or has expired, except for one (1) copy which Recipient may retain solely to monitor Recipient’s surviving obligations of confidentiality and non-use and, in the case of CUSTOMER, to exercise all surviving rights of CUSTOMER under this Agreement; and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. (iv) the terms and conditions under Articles 6, 7, 8, 9 and 11 will survive any such termination or expiration.

Effect of Termination or Expiration. Upon termination or expiration of this Agreement, neither EQ Service Provider nor CUSTOMER CANTERBURY will have any further obligations under this Agreement provided thatAgreement, such or in the case of termination or expiration shall be without prejudice to any rights that have accrued to the benefit of a Party prior to such expiration or termination andStatement of Work, further providedunder that Statement of Work, except that: (ia) Except Service Provider will terminate all Services in the event of termination of the Agreement due to breach of material obligations under the Agreement by EQ, CUSTOMER will, progress in an orderly manner as soon as practical and in accordance with a schedule agreed to by CANTERBURY, unless CANTERBURY specifies in the terms notice of this Agreement pay to EQ: [ * ]. At CUSTOMER’s election termination that Services in writing and cost, EQ progress should be completed; (b) Service Provider will deliver to CANTERBURY any Materials in its possession or destroy such Product control and Materials all Deliverables developed through termination or expiration, (c) CANTERBURY will pay Service Provider any monies due and owing Service Provider, up to the time of termination or expiration, for Services actually performed and all authorized expenses actually incurred (as directed by CUSTOMER; and specified in the event applicable Statement of termination of this Agreement by CUSTOMER under Section 10.2(iiWork), [ * ]. The Parties agree that any amounts owed as a consequence of this Section 10.3 are subject to the provision of satisfactory documentary evidence and reasonable auditing., (iid) EQ shall return Service Provider will promptly remit to CUSTOMER or destroy, CANTERBURY any monies paid in advance by CANTERBURY for Services not yet rendered and expenses not yet incurred as elected by CUSTOMER and in both cases at CUSTOMER's cost and expense, any CUSTOMER Materials and CUSTOMER Equipment in of the possession date of EQ, except to the extent such CUSTOMER Materials or CUSTOMER Equipment are required for EQ to fulfill any surviving obligations of this Agreement.termination, (iiie) each Recipient Service Provider will promptly return to the Discloser CANTERBURY all of Discloser’s Confidential Information (including all copies) and copies thereof provided to Recipient Service Provider under this Agreement or under any Statement of Work which has been terminated or has expired, except for one (1) copy which Recipient Service Provider may retain solely to monitor RecipientService Provider’s surviving obligations of confidentiality and non-use confidentiality; and, in the case of CUSTOMER, to exercise all surviving rights of CUSTOMER under this Agreement; and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. (ivf) Particular obligations within the terms Proprietary Rights, Confidential Information, and conditions under Articles 6, 7, 8, 9 Indemnification and 11 Insurance sections will survive any such termination or expiration.

Effect of Termination or Expiration. Upon 25.1 Except as specifically provided in Section 24 above, upon the termination or the expiration of this Agreement, neither EQ nor CUSTOMER all rights of ITOCHU and any Approved Sublicensee or Subdistributor to use the JOE'S Intellectual Property, including, without limitation, rights to manufacture, distribute, offer to sell, sell and advertise the Licensed, Products shall terminate or, as appropriate, be assigned to JOE'S. ITOCHU will have execute, and will cause the Approved Sublicensees or Subdistributors to execute, any further obligations under this Agreement provided thatinstruments requested by JOE'S that are necessary or desirable to accomplish or confirm the foregoing. Any such assignment, such termination transfer or expiration shall conveyance Shall be without prejudice consideration other than the mutual covenants contained in this Agreement. JOE'S may thereafter license the right to use the Trademarks and/or Design Rights in connection with the manufacture, wholesale, offer for sale at wholesale, distribution and Advertising of the Products in the Territory. Prior to the expiration of this Agreement, but no sooner than six (6) months before the expiry of the Term of this Agreement, JOES may license the right to use the JOE'S Intellectual Property as provided for in Section 2.1 to any rights other party, provided that have accrued to any such license agreement shall not commence before the benefit first day after the last day of a Party prior to such the Term of this Agreement. 25.2 In the event of any expiration or termination andof this Agreement, further provided, that: (i) Except in all existing individual contracts for the event of termination of the Agreement due Imported Products shall be fulfilled pursuant to breach of material obligations under the Agreement by EQ, CUSTOMER will, in accordance with the terms of this Agreement pay to EQeven after the expiration or termination hereof, and any rights and obligations of either Party accrued before the expiration or termination hereof shall in no way be affected by the expiration or termination hereof: [ * ]. At CUSTOMER’s election in writing and costprovided, EQ will deliver or destroy such Product and Materials as directed by CUSTOMER; and in the event of termination of however, that if this Agreement by CUSTOMER under is terminated pursuant to Section 10.2(ii)23.1 or 23.2 above, [ * ]. The Parties agree that such terminating Party shall have the right to terminate or rescind any amounts owed individual contract or purchase orders for the Imported Products. 25.3 Under no circumstances shall ITOCHU or any Approved Sublicensee or Subdistributor be entitled, directly or indirectly, to any form of compensation or indemnity from JOE'S, or its affiliates, licensees or distributors, as a consequence of this Section 10.3 are subject to the provision of satisfactory documentary evidence and reasonable auditing. (ii) EQ shall return to CUSTOMER expiration or destroy, as elected by CUSTOMER and in both cases at CUSTOMER's cost and expense, any CUSTOMER Materials and CUSTOMER Equipment in the possession of EQ, except to the extent such CUSTOMER Materials or CUSTOMER Equipment are required for EQ to fulfill any surviving obligations termination of this Agreement. (iii) , whether as a result of the passage of time, or as a result of any other cause of termination referenced in this Agreement. ITOCHU waives, and shall cause each Recipient will promptly return Approved Sublicensee or Subdistributor to waive, any claim which it has or which it may have in the future against JOE'S or its affiliates, licensees or distributors arising from any alleged goodwill created by ITOCHU or any Approved Sublicensee or Subdistributor with respect to the Discloser all Products, or from their alleged creation or increase of Discloser’s Confidential Information (including all copies) provided to Recipient under this Agreement or under any Statement of Work which has been terminated or has expired, except a market for one (1) copy which Recipient may retain solely to monitor Recipient’s surviving obligations of confidentiality and non-use and, the Products in the case of CUSTOMER, to exercise all surviving rights of CUSTOMER under this Agreement; and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSEDTerritory. (iv) the terms and conditions under Articles 6, 7, 8, 9 and 11 will survive any such termination or expiration.

Effect of Termination or Expiration. Upon termination or expiration of this Agreement, neither EQ nor CUSTOMER will have any further obligations under this Agreement provided that, such termination or expiration shall be without prejudice to any rights that have accrued to the benefit of a Party prior to such expiration or termination and, further provided, that: (i) Except in In the event of termination of the Agreement due to breach of material obligations under the Agreement by EQ, CUSTOMER will, in accordance with the terms of that this Agreement pay to EQ: [ * ]. At CUSTOMER’s election in writing and cost, EQ will deliver or destroy such Product and Materials as directed is terminated by CUSTOMER; and in the event of termination of this Agreement Company for other than a breach by CUSTOMER Distributor under Section 10.2(ii10(b)(i) or (ii), [ Company will * ]* *. The Parties agree that any amounts owed as a consequence of this Section 10.3 are subject to the provision of satisfactory documentary evidence and reasonable auditing* * *. (ii) EQ For all orders or portions thereof which were submitted to Company by Distributor prior to the effective date of termination, the provisions of Section 10(d) shall return control. Additionally, Company shall have the right to CUSTOMER demand from Distributor written assurances that Distributor will meet all of its obligations under Section 2(d) with respect to the Company Product for which the orders were submitted and, if Distributor fails to provide adequate assurances that it will meet its obligations, Company may, sell Company Product directly to Distributor's customers and treat Distributor, after termination or destroyexpiration, as elected an independent representative. In such an event, Distributor shall be relieved of its Section 2(d) obligations, and Company shall pay to Distributor a commission of * * * of the actual price paid by CUSTOMER and in both cases at CUSTOMER's cost and expense, any CUSTOMER Materials and CUSTOMER Equipment in the possession of EQ, except customer to the extent Company for such CUSTOMER Materials or CUSTOMER Equipment are required for EQ to fulfill any surviving obligations of this AgreementCompany Products. (iii) each Recipient will promptly return to the Discloser all of Discloser’s Confidential Information (including all copies) provided to Recipient under this Agreement Distributor shall cease using any Company trademark, trade name, logo or under any Statement of Work which has been terminated or has expired, except for one (1) copy which Recipient may retain solely to monitor Recipient’s surviving obligations of confidentiality and non-use and, in the case of CUSTOMER, to exercise all surviving rights of CUSTOMER under this Agreement; and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSEDdesignation. (iv) Within one month after termination, Distributor will provide, in writing: (w) all relevant information, to the terms extent Distributor has the same, concerning all customer contacts for Company Products, including but not limited to the name, title, company, address, phone number and conditions under Articles e-mail address if such contacts; (x) a report on the status of all pending and prospective orders at customers in the Territory, including the main customer contact, product requirements, delivery requirements and key decision makers, as well as any commitments on price, specifications, or terms; (y) a list of all installed Company Product and their locations, with location contacts, in the Territory; and (z) any open support issues regarding such installed Company Products. Additionally, within -------------- * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (v) At Company's request upon the event of any expiration or termination other than termination due to an uncured breach by Distributor of its Exhibit C obligations, Distributor is obligated to continue to meet its Exhibit C obligations for a period of no less than six (6, 7, 8, 9 and 11 will survive any ) months after such termination or expiration. Notwithstanding the foregoing, in the event that termination is the result of an uncured breach by Distributor relating to Distributor's failure to meet its Exhibit C obligations, then Distributor, at its election, shall either: (x) for a period of * * * (* * *) months after termination continue to conduct itself in accordance with the no-compete provision of Section 2(g), above; or (y) pay to Company an amount equal to * * * percent (* * * %) of Distributor's probe card purchases from Company for the * * * (* * *) months immediately preceding termination.

Effect of Termination or Expiration. Upon termination or expiration of this Agreement, neither EQ METRICS nor CUSTOMER COMPANY will have any further obligations under this Agreement provided that, such termination or expiration shall be without prejudice to any rights that have accrued to the benefit of a Party prior to such expiration or termination and, further provided, that: (i) Except in the event of termination of the Agreement due to breach of material obligations under the Agreement by EQ, CUSTOMER will, in accordance with the terms of this Agreement pay to EQ: [ * ]. At CUSTOMER’s election in writing and cost, EQ will deliver or destroy such Product and Materials as directed by CUSTOMER; and in the event of termination of this Agreement by CUSTOMER under Section 10.2(ii), [ * ]. The Parties agree that any amounts owed as a consequence of this Section 10.3 are subject to the provision of satisfactory documentary evidence and reasonable auditing. (ii) EQ shall return to CUSTOMER or destroy, as elected by CUSTOMER and in both cases at CUSTOMER's cost and expense, any CUSTOMER Materials and CUSTOMER Equipment in the possession of EQhereunder, except to the extent such CUSTOMER Materials or CUSTOMER Equipment are required for EQ to fulfill any surviving obligations of this Agreement. that (iii) each Recipient will promptly return to the Discloser all of Discloser’s Confidential Information (including all copies) provided to Recipient under this Agreement or under any Statement of Work which has been terminated or has expired, except for one (1) copy which Recipient may retain solely to monitor Recipient’s surviving obligations of confidentiality and non-use and, in the case of CUSTOMER, to exercise all surviving rights of CUSTOMER under this Agreement; and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. (iva) the terms and conditions under Articles 6of this Agreement shall remain in effect to the extent provided in 13.5 (Survival), 7(b) unless otherwise instructed by COMPANY, 8METRICS will terminate all Services in progress in an orderly manner as soon as practical and in accordance with a schedule agreed to by COMPANY, 9 (c) METRICS will deliver to COMPANY any Materials, Deliverables and 11 will survive any such Work Product in its possession or control and all Product produced through termination or expiration, (d) METRICS will refund to COMPANY any monies paid in advance by COMPANY to METRICS in anticipation of Services not performed by METRICS, and (e) unless COMPANY has terminated pursuant to Section 13.3 (Termination for Breach of the Agreement), (1) COMPANY will pay METRICS any and all monies due and owing METRICS, up to the time of termination or expiration, for Services actually performed; and (2) METRICS shall be entitled to reimbursement, and COMPANY shall reimburse METRICS, for any and all costs and expenses that have been or will be incurred by METRICS in connection with non-cancellable third party commitments entered into by METRICS to conduct any Services pursuant to any then-pending Work Statements or Quotes and any and all materials purchased by METRICS on account of any such Services; provided, however, that METRICS shall provide COMPANY, at COMPANY's written request, written documentation in support of any such expenses, costs, and materials purchases and METRICS' inability to cancel any such commitments.

Effect of Termination or Expiration. Upon termination or expiration of this Agreement, neither EQ Service Provider nor CUSTOMER Sponsor will have any further obligations under this Agreement provided thatAgreement, such or in the case of termination or expiration shall be without prejudice to any rights that have accrued to the benefit of a Party prior to such expiration or termination andWork Order, further providedunder that Work Order, except that: (ia) Except Service Provider will wind down and terminate all affected Services in the event of termination of the Agreement due progress in an orderly manner as soon as practical using best efforts to breach of material obligations under the Agreement by EQ, CUSTOMER will, minimize further costs and in accordance with a schedule agreed to by Sponsor, unless Sponsor specifies in the terms notice of this Agreement pay termination that Services in progress should be completed and Service Provider agrees to EQ: [ * ]. At CUSTOMER’s election in writing and cost, EQ complete such Services; (b) Service Provider will deliver to Sponsor or, at Sponsor’s option, dispose of, any Materials in its possession or destroy such Product control and Materials all Deliverables developed through termination or expiration; (c) Sponsor will pay Service Provider any monies due and owing Service Provider, up to the time of termination or expiration, for Services properly performed and all authorized expenses actually incurred (as directed by CUSTOMER; and specified in the event applicable Work Order). In addition, Sponsor shall pay Service Provider for time spent by Service Provider Personnel to complete activities associated with the termination and close-out of termination the Services, including the fulfillment of this Agreement by CUSTOMER under Section 10.2(ii), [ * ]. The Parties agree that any amounts owed as a consequence of this Section 10.3 are subject to the provision of satisfactory documentary evidence and reasonable auditing.regulatory requirements; (iid) EQ shall return to CUSTOMER or destroy, as elected Service Provider will promptly refund any monies paid in advance by CUSTOMER and in both cases at CUSTOMER's cost and expense, any CUSTOMER Materials and CUSTOMER Equipment in the possession of EQ, except to the extent such CUSTOMER Materials or CUSTOMER Equipment are required Sponsor for EQ to fulfill any surviving obligations of this Agreement.Services not rendered; (iiie) each Each Recipient will promptly return to the Discloser all of Discloser’s Confidential Information (including all copies) provided to Recipient under this Agreement or under any Statement of Work Order which has been terminated or has expired, except for one (1) copy which Recipient may retain solely to monitor Recipient’s surviving obligations of confidentiality and non-use and, in the case of CUSTOMERSponsor, to exercise all surviving rights of CUSTOMER Sponsor under this Agreement; and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.and (ivf) the The terms and conditions under Articles Sections 2.4, 2.5, 2.8, 3, 4.1, 4.2, 4.4, 4.6, 5, 6, 7, 8, 8.4 and 9 and 11 will survive any such termination or expiration. [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.

Effect of Termination or Expiration. Expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to such expiration or termination. Upon expiration of this Agreement in a particular country pursuant to Section 8.1 above and payment of all amounts owed by Allos prior to such expiration, Allos shall have a fully paid-up, royalty free license under the Licensed Know-How to make, use, sell, offer for sale and import Licensed Products in such country. Upon termination of this Agreement by Allos under Section 8.2 or Section 8.3(b), above, or by the Licensors under Section 8.3(a), above, the license granted to Allos under Section 2.1 shall terminate. Upon any early termination of this Agreement, Allos shall provide to each of the Licensors a written statement of the amount of inventory of all Licensed Product in process of manufacture and in stock, and shall have the right to dispose of such Licensed Product for a period of one (1) year from the date of termination, subject to the payment of royalties at the rate and at the time provided pursuant to Articles 4 and 5. The provisions of Sections 5.3, 5.4, 6.1, 6.2, 6.3, 8.4, 9.4, 9.5, 10.1, 10.2 and Article 11, and any other provision of this Agreement that by its nature is intended to survive, shall survive any termination or expiration of this Agreement, neither EQ nor CUSTOMER will have any further obligations under . In the event that this Agreement is terminated by the Licensors for any reason, any sublicense granted by Allos shall remain in full force and effect, provided that, such termination or expiration shall be without prejudice to that the sublicensee is in good standing (that is the sublicensee is not in material breach of any rights that have accrued to the benefit of a Party prior to such expiration or termination and, further provided, that: (i) Except in the event of termination of the Agreement due to breach of material obligations under the Agreement by EQ, CUSTOMER will, in accordance with the terms of this Agreement pay to EQ: [ * ]. At CUSTOMER’s election in writing and cost, EQ will deliver or destroy such Product and Materials as directed by CUSTOMER; and in the event of termination of this Agreement by CUSTOMER under Section 10.2(ii), [ * ]. The Parties agree that any amounts owed as a consequence of this Section 10.3 are subject to the provision of satisfactory documentary evidence and reasonable auditing. (ii) EQ shall return to CUSTOMER or destroy, as elected by CUSTOMER and in both cases at CUSTOMER's cost and expense, any CUSTOMER Materials and CUSTOMER Equipment in the possession of EQ, except to the extent such CUSTOMER Materials or CUSTOMER Equipment are required for EQ to fulfill any surviving obligations provisions of this Agreement. (iii) each Recipient will promptly return and the sublicensee agrees to be bound to the Discloser all of Discloser’s Confidential Information (including all copies) provided Licensors pursuant to Recipient under this Agreement or under any Statement of Work which has been terminated or has expired, except for one (1) copy which Recipient may retain solely to monitor Recipient’s surviving obligations of confidentiality and non-use and, in the case of CUSTOMER, to exercise all surviving rights of CUSTOMER under this Agreement; and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. (iv) the terms and conditions under Articles 6of such sublicense agreement. Nothing in this Section shall confer any liability on the Licensors for any dispute between Allos and such sub-licensee and notwithstanding the foregoing, 7, 8, 9 and 11 will survive the Licensors shall not be obliged to enter into such direct license in circumstances in which the sublicensee reserves any such termination right to maintain a claim against one or expirationmore of the Licensors.

Effect of Termination or Expiration. Upon termination or expiration of this Agreement, neither EQ STA nor CUSTOMER Akebia will have any further obligations under this Agreement Agreement, provided that, that such termination or expiration shall be without prejudice to any rights that have accrued to the benefit of a Party prior to such expiration or termination andtermination, and further provided, provided that: (a) Akebia will promptly pay to STA: (i) the Product Price of any existing inventories of Product held by STA that are subject to a Purchase Order in effect at the time of such expiration or termination; (ii) the Product Price of any Safety Stock of Product in STA’s possession at the time of such termination. Payment by Akebia under Sections 14.6(a)(i) and 14.6(a)(ii) shall be contingent upon Akebia Release of any such Product, which Akebia Release shall not be unreasonably withheld. (b) Except in the event of termination of the Agreement due to breach of material obligations under the Agreement by EQ, CUSTOMER will, Akebia in accordance with the terms of this Agreement Section 14.3. above, Akebia will promptly pay to EQ: [ * STA (i) the cost of any [**], acting diligently in the ordinary course of business in order to perform the Services in accordance with an open Purchase Order provided by Akebia, and have not yet begun such Manufacture at the time of such expiration or termination, and (ii) any other non-cancellable obligations incurred in connection with the Services, to the extent that such obligations directly relate to an open Purchase Order provided by Akebia. At CUSTOMERAkebia’s election in writing option, and costwith prior written notice to STA, EQ STA will deliver or destroy such all Product and Raw Materials as directed by CUSTOMER; Akebia. Delivery shall be [**], and in the event of termination of this Agreement by CUSTOMER under Section 10.2(ii), [ * ]. The Parties agree that any amounts owed as a consequence of this Section 10.3 are subject to the provision of satisfactory documentary evidence and reasonable auditingdestruction shall be at Akebia’s cost. (ii) EQ shall return to CUSTOMER or destroy, as elected by CUSTOMER and in both cases at CUSTOMER's cost and expense, any CUSTOMER Materials and CUSTOMER Equipment in the possession of EQ, except to the extent such CUSTOMER Materials or CUSTOMER Equipment are required for EQ to fulfill any surviving obligations of this Agreement. (iiic) each Recipient will promptly return to the Discloser or destroy all of Discloser’s Confidential Information (including all copies) provided to Recipient under this Agreement or under any Statement of Work which has been terminated or has expired, except for one (1) copy which Recipient may retain solely pursuant to monitor Recipient’s surviving obligations of confidentiality and non-use and, in the case of CUSTOMER, to exercise all surviving rights of CUSTOMER under this Agreement; and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSEDSection 13.3. (iv) the terms and conditions under Articles 6, 7, 8, 9 and 11 will survive any such termination or expiration.

Effect of Termination or Expiration. Upon termination or expiration of this Agreement, neither EQ nor CUSTOMER will have Agreement for any further obligations under this Agreement provided that, such termination or expiration shall be without prejudice to any rights that have accrued to the benefit of a Party prior to such expiration or termination and, further provided, thatreason: (i) Except FNC will make arrangements to reacquire, and WWT will sell to FNC, any or all FNC Products and repair or replacement parts therefor then in WWT's possession at prices not greater than the event prices paid by WWT for such FNC Products (or, if the FNC Products are not in unopened factory sealed boxes, fifty percent (50%) of termination such prices). Upon receipt of the Agreement due any FNC Products so reacquired from WWT, FNC shall issue an appropriate credit to breach of material obligations under the Agreement by EQ, CUSTOMER will, in accordance with the terms of this Agreement pay to EQ: [ * ]. At CUSTOMER’s election in writing and cost, EQ will deliver or destroy such Product and Materials as directed by CUSTOMER; and in the event of termination of this Agreement by CUSTOMER under Section 10.2(ii), [ * ]. The Parties agree that any amounts owed as a consequence of this Section 10.3 are subject to the provision of satisfactory documentary evidence and reasonable auditingWWT's account. (ii) EQ The due dates of all outstanding invoices to WWT for FNC Products automatically will be accelerated so they become due and payable on the effective date of termination, even if longer terms had been provided previously. All orders or portions thereof remaining unshipped as of the effective date of termination shall return automatically be canceled. (iii) For a period of two (2) years after the date of termination or expiration, WWT shall make available to CUSTOMER or destroyFNC for inspection and copying all books and records of WWT that pertain to WWT's performance of and compliance with its obligations, as elected by CUSTOMER warranties and in both cases at CUSTOMER's cost and expense, any CUSTOMER Materials and CUSTOMER Equipment in the possession of EQ, except to the extent such CUSTOMER Materials or CUSTOMER Equipment are required for EQ to fulfill any surviving obligations of representations under this Agreement. (iiiiv) each Recipient will promptly return to the Discloser all of Discloser’s Confidential Information (including all copies) provided to Recipient under this Agreement or under any Statement of Work which has been terminated or has expired, except for one WWT shall (1) copy which Recipient may retain solely cease using any FNC trademark, trade name, logo or designation, (2) immediately remove FNC name and trademarks put up by WWT from all buildings or other property, (3) insure such cessation of use and removal by all persons claiming to monitor Recipient’s surviving obligations have received the right to such use from WWT, and (4) cease representing itself, either expressly or impliedly, as an authorized distributor of confidentiality and non-use and, in the case of CUSTOMER, to exercise all surviving rights of CUSTOMER under this Agreement; and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSEDFNC Products. (ivv) The acceptance of any order from, or the terms sale of any FNC Products to WWT, will not be construed as a renewal or extension of this Agreement nor as a waiver of termination. All such transactions will be on an order by order basis and conditions under Articles 6, 7, 8, 9 and 11 will survive any such termination or expirationbe governed by provisions identical with the applicable provisions of this Agreement.

Effect of Termination or Expiration. Upon termination or expiration of this Agreement, neither EQ Service Provider nor CUSTOMER Tectonic will have any further obligations under this Agreement provided thatAgreement, such or in the case of termination or expiration shall be without prejudice to any rights that have accrued to the benefit of a Party prior to such expiration or termination andStatement of Work, further providedunder that Statement of Work, except that: (ia) Except Service Provider will terminate all affected Services in the event of termination of the Agreement due to breach of material obligations under the Agreement by EQ, CUSTOMER will, progress in an orderly manner as soon as practical and in accordance with a schedule agreed to by Tectonic and, if requested, will work with Tectonic to transition the terms relevant Services to Tectonic or its designee, unless Tectonic specifies in the notice of this Agreement termination that Services in progress should be completed; (b) Service Provider will deliver to Tectonic all Deliverables developed through termination or expiration and will deliver to Tectonic, or at Tectonic’s option, dispose of, any Materials in its possession or control; (c) Tectonic will pay Service Provider any monies due and owing Service Provider, up to EQ: [ * ]the time of termination or expiration, for Services properly performed and all authorized expenses actually incurred (as specified in the applicable Statement of Work); (d) Service Provider will promptly refund any monies paid in advance by Tectonic for Services not rendered; (e) except where continued storage is required by EU or Member State (see Section 7.2) law, Service Provider will, consistent with Tectonic’s written instructions, return or safely destroy all Personal Data (see Section 7.2) that Service Provider obtained in connection with performing the Services, including all originals and copies of such Personal Data in any medium, and any materials derived from or incorporating such Personal Data. At CUSTOMER’s election Service Provider will promptly notify Tectonic in writing and cost, EQ will deliver once all such information has been returned or destroy such Product and Materials destroyed (as directed by CUSTOMER; and applicable in the event of termination of this Agreement by CUSTOMER under Section 10.2(iiaccordance with Tectonic’s written instructions), [ * ]. The Parties agree that any amounts owed as a consequence of this Section 10.3 are subject to the provision of satisfactory documentary evidence and reasonable auditing.; (ii) EQ shall return to CUSTOMER or destroy, as elected by CUSTOMER and in both cases at CUSTOMER's cost and expense, any CUSTOMER Materials and CUSTOMER Equipment in the possession of EQ, except to the extent such CUSTOMER Materials or CUSTOMER Equipment are required for EQ to fulfill any surviving obligations of this Agreement. (iiif) each Recipient will promptly return to the Discloser all of Discloser’s Confidential Information (including all copies) provided to Recipient under this Agreement or under any Statement of Work which has been terminated or has expired, except for one (1) copy which Recipient may retain solely to monitor Recipient’s surviving obligations of confidentiality and non-use anduse, and in the case of CUSTOMERTectonic, to exercise all surviving rights of CUSTOMER Tectonic under this Agreement; and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.and (ivg) the terms and conditions under Articles Sections 2.3(a)(ii). 2.4, 2.5, 2.6, 3, 5, 6, 7, 8, 9 9.4 and 11 10 will survive any such termination or expiration.

Effect of Termination or Expiration. Termination of this Agreement for any reason shall not release either party from any liability or obligation that, at the time of such termination, has already accrued to the other party or that is attributable to a period prior to such termination, nor shall it preclude either party from pursuing any rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement except as expressly otherwise provided in this Agreement. Upon any expiration or termination or expiration of this Agreement, neither EQ nor CUSTOMER except as expressly otherwise provided in this Agreement: (a) all rights, licenses, consents, and authorizations granted by either party to the other hereunder will have immediately terminate, provided that termination of a Content Subscription shall not affect the term of the base license applicable to any further obligations under this Agreement software that Customer has licensed; (b) Viasat shall immediately cease all use of any CustomenrfidenDtiaal ta or Information, provided that, such termination or expiration shall be without prejudice for clarity, Viasat’sobligations under this Section 13.4(b) do not apply to any rights that have accrued to the benefit Resultant Data; (c) Customer shall immediately cease all use of a Party prior to such expiration or termination and, further provided, that: any Services and (i) Except promptly return to Viasat, or at Viasat’s written rledqocuumeenststand dtanegisbletmraoteryial,s al containing, reflecting, incorporating, or based on the Services or Viasat’s Confidenti Information and (ii) certify to Viasat in the event of termination of the Agreement due to breach of material obligations under the Agreement by EQ, CUSTOMER will, in accordance a signed written instrument that it has complied with the terms of this Agreement pay to EQ: [ * ]. At CUSTOMER’s election in writing and cost, EQ will deliver or destroy such Product and Materials as directed by CUSTOMER; and in the event of termination of this Agreement by CUSTOMER under Section 10.2(ii), [ * ]. The Parties agree that any amounts owed as a consequence requirements of this Section 10.3 are subject 13.4(c); (d) notwithstanding anything to the provision of satisfactory documentary evidence contrary in this Agreement, with respect to information and reasonable auditing. materials then in its possession or control: (i) the receiving party may retain the disclosing party’s tiaCl Ionfonrmfatiiodn; eannd (ii) EQ shall return to CUSTOMER or destroy, as elected by CUSTOMER and in both cases at CUSTOMER's cost and expense, any CUSTOMER Materials and CUSTOMER Equipment in the possession of EQ, except to the extent such CUSTOMER Materials or CUSTOMER Equipment are required for EQ to fulfill any surviving obligations of this Agreement. (iii) each Recipient will promptly return to the Discloser all of Discloser’s Confidential Information (including all copies) provided to Recipient under this Agreement or under any Statement of Work which has been terminated or has expired, except for one (1) copy which Recipient Viasat may retain solely to monitor Recipient’s surviving obligations of confidentiality and non-use andCustomer Data, in the case of CUSTOMEReach of subclause (i), and (ii) in its then current state and solely to exercise the extent required to maintain copies of such Confidential Information in its records pursuant to its record keeping policies and legal obligations in the ordinary course of business; and (iii) all surviving rights information and materials described in this Section 13.4(d) will remain subject to all confidentiality, security, and other applicable requirements of CUSTOMER under this Agreement; and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.; (ive) Viasat may disable all Customer and Authorized User access to the terms and conditions under Articles 6Services; (f) if Customer terminates this Agreement pursuant to Section 13.3(b), 7, 8, 9 and 11 Customer will survive be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and Viasat will: refund to Customer Fees paid in advance for Services that Viasat has not performed as of the effective date of termination; (g) if Viasat terminates this Agreement pursuant to Section 13.3(a) or expirationSection 13.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously-accrued but not yet paid Fees, on receipt of Viasat’isnvoice therefor; and (h) if Customer requests in writing at least 30 days prior to the effective date of expiration or termination, subject to Section 13.4(d), Viasat shall, within 30 days following such expiration or termination, deliver to Customer the then most recent version of Customer Data maintained by Viasat, provided that Customer has at that time paid all Fees then outstanding and any amounts payable after or as a result of such expiration or termination, including any expenses and fees, on a time and materials basis, for Viasat’s services in transferring such Customer Data.

Effect of Termination or Expiration. Upon termination or expiration of this Agreement, neither EQ STA nor CUSTOMER Akebia will have any further obligations under this Agreement Agreement, provided that, that such termination or expiration shall be without prejudice to any rights that have accrued to the benefit of a Party prior to such expiration or termination andtermination, and further provided, provided that: (ia) Akebia will promptly pay to STA the Product Price of any existing inventories of Product held by STA that are subject to a Purchase Order in effect at the time of such expiration or termination Payment by Akebia under Sections 14.6(a)(i) and 14.6(a)(ii) shall be contingent upon Akebia Release of any such Product, which Akebia Release [**]. (b) Except in the event of termination of the Agreement due to breach of material obligations under the Agreement by EQ, CUSTOMER will, Akebia in accordance with the terms of this Agreement Section 14.3. above, Akebia will promptly pay to EQ: [ * STA (i) the cost of any [**], acting diligently in the ordinary course of business in order to perform the Services in accordance with an open Purchase Order provided by Akebia, and have not yet begun such Manufacture at the time of such expiration or termination, and (ii) any other non-cancellable obligations incurred in connection with the Services, to the extent that such obligations directly relate to an open Purchase Order provided by Akebia. At CUSTOMERAkebia’s election in writing option, and costwith prior written notice to STA, EQ STA will deliver or destroy such all Product and Materials as directed by CUSTOMER; Akebia. Delivery shall be [**], and in the event of termination of this Agreement by CUSTOMER under Section 10.2(ii), [ * ]. The Parties agree that any amounts owed as a consequence of this Section 10.3 are subject to the provision of satisfactory documentary evidence and reasonable auditingdestruction shall be at Akebia’s cost. (ii) EQ shall return to CUSTOMER or destroy, as elected by CUSTOMER and in both cases at CUSTOMER's cost and expense, any CUSTOMER Materials and CUSTOMER Equipment in the possession of EQ, except to the extent such CUSTOMER Materials or CUSTOMER Equipment are required for EQ to fulfill any surviving obligations of this Agreement. (iiic) each Recipient will promptly return to the Discloser or destroy all of Discloser’s Confidential Information (including all copies) provided to Recipient under this Agreement or under any Statement of Work which has been terminated or has expired, except for one (1) copy which Recipient may retain solely pursuant to monitor Recipient’s surviving obligations of confidentiality and non-use and, in the case of CUSTOMER, to exercise all surviving rights of CUSTOMER under this Agreement; and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSEDSection 13.3 above. (iv) the terms and conditions under Articles 6, 7, 8, 9 and 11 will survive any such termination or expiration.

Effect of Termination or Expiration. Upon termination or expiration of this Agreement, neither EQ Service Provider nor CUSTOMER Tectonic will have any further obligations under this Agreement provided thatAgreement, such or in the case of termination or expiration shall be without prejudice to any rights that have accrued to the benefit of a Party prior to such expiration or termination andStatement of Work, further providedunder that Statement of Work, except that: (ia) Except Service Provider will terminate all affected Services in the event of termination of the Agreement due to breach of material obligations under the Agreement by EQ, CUSTOMER will, progress in an orderly manner as soon as practical and in accordance with a schedule agreed to by Tectonic and, if requested, will work with Tectonic to transition the terms relevant Services to Tectonic or its designee, unless Tectonic specifies in the notice of this Agreement pay to EQ: [ * ]. At CUSTOMER’s election termination that Services in writing and cost, EQ progress should be completed; (b) Service Provider will deliver to Tectonic all Deliverables developed through termination or destroy such Product expiration and will deliver to Tectonic, or at Tectonic’s option, dispose of, any Materials in its possession or control; (c) Tectonic will pay Service Provider any monies due and owing Service Provider, up to the time of termination or expiration, for Services properly performed and all authorized expenses actually incurred (as directed by CUSTOMER; and specified in the event applicable Statement of termination of this Agreement by CUSTOMER under Section 10.2(iiWork), [ * ]. The Parties agree that any amounts owed as a consequence of this Section 10.3 are subject to the provision of satisfactory documentary evidence and reasonable auditing.; (iid) EQ shall return to CUSTOMER or destroy, as elected Service Provider will promptly refund any monies paid in advance by CUSTOMER and in both cases at CUSTOMER's cost and expense, any CUSTOMER Materials and CUSTOMER Equipment in the possession of EQ, except to the extent such CUSTOMER Materials or CUSTOMER Equipment are required Tectonic for EQ to fulfill any surviving obligations of this Agreement.Services not rendered; (iiie) each Recipient will promptly return to the Discloser all of Discloser’s Confidential Information (including all copies) provided to Recipient under this Agreement or under any Statement of Work which has been terminated or has expired, except for one (1) copy which Recipient may retain solely to monitor Recipient’s surviving obligations of confidentiality and non-use anduse, and in the case of CUSTOMERTectonic, to exercise all surviving rights of CUSTOMER Tectonic under this Agreement; and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.and (ivf) the terms and conditions under Articles Sections 2.3(a)(ii), 2.4, 2.5, 2.6, 3, 5, 6, 7, 8, 9 9.4 and 11 10 will survive any such termination or expiration.

Effect of Termination or Expiration. Upon 15.1 It is expressly understood and agreed that the rights of termination or expiration set forth in Section 14 are absolute, and that the Parties have considered the possibility of such termination and the possibility of loss and damage resulting therefrom in making expenditures related to the performance of this Agreement, . It is the express intent and Agreement of the Parties that neither EQ nor CUSTOMER Party shall be liable to the other for damages or any other compensation by reason of the termination of this Agreement in accordance with its terms. 15.2 Expiration or termination of this Agreement for any reason will have not relieve the Parties of any further rights or obligations accruing prior to such expiration or termination. Upon expiration or termination of this Agreement for any reason: (a) all appointments and other rights granted to Distributor under this Agreement provided thatwill immediately cease, such termination or expiration and Distributor shall be without prejudice to any rights that have accrued immediately cease all marketing, sales, and distribution activities with respect to the benefit of a Party Products and the Services, and cease placing purchase orders for Products (and the Company shall no longer be obligated to fulfill any then pending purchase orders (even if previously accepted by the Company)); (b) all amounts due or payable to the Company under this Agreement prior to such expiration or termination andwill become due and payable forthwith; and (c) Distributor shall immediately return to the Company, further providedor at the request of the Company, that: (i) Except destroy all Confidential Information in its possession or under its control, including all copies thereof. Upon the event request of the Company, Distributor shall certify in writing to such Party’s compliance with the terms of this Section 15. Notwithstanding anything to the contrary, on the expiration or earlier termination of the Agreement due to breach of material obligations under the Agreement by EQthis Agreement, CUSTOMER willDistributor may, in accordance with the applicable terms of this Agreement pay to EQ: [ * ]. At CUSTOMER’s election in writing and cost, EQ will deliver or destroy such Product and Materials as directed by CUSTOMER; and in the event of termination of this Agreement by CUSTOMER under Section 10.2(ii), [ * ]. The Parties agree that any amounts owed as a consequence of this Section 10.3 are subject to the provision of satisfactory documentary evidence and reasonable auditing. (ii) EQ shall return to CUSTOMER or destroy, as elected by CUSTOMER and in both cases at CUSTOMER's cost and expense, any CUSTOMER Materials and CUSTOMER Equipment in the possession of EQ, except to the extent such CUSTOMER Materials or CUSTOMER Equipment are required for EQ to fulfill any surviving obligations conditions of this Agreement, sell off its existing inventory of Products for a period of three (3) months following the last day of the Term. (iii) each Recipient will promptly return to the Discloser all of Discloser’s Confidential Information (including all copies) provided to Recipient under this Agreement or under any Statement of Work which has been terminated or has expired, except for one (1) copy which Recipient may retain solely to monitor Recipient’s surviving obligations of confidentiality and non-use and, in the case of CUSTOMER, to exercise all surviving rights of CUSTOMER under this Agreement; and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. (iv) the terms and conditions under Articles 6, 7, 8, 9 and 11 will survive any such termination or expiration.

Effect of Termination or Expiration. (a) In the event this Agreement expires or is terminated, (i) all Operating Expenses incurred or committed for prior to the date of expiration or termination, which have either been approved by the Council or are unanticipated expenses approved by the City Manager in light of termination, shall be paid using funds on deposit in the account(s) described in Sections 5.2 and to the extent such funds are not sufficient, the City shall pay the balance of such expenses; and (ii) City shall promptly pay ASM all fees earned to the date of expiration or termination subject to rights of set off in the event of a breach of this Agreement by ASM (the fees described in Section 4 (as applicable) being subject to proration). (b) Upon termination or expiration, without any further action on the part of ASM or the City, the City shall, or shall cause another management company retained by it to, accept the assignment of ASM's rights, and assume and perform all of ASM's obligations, arising after the date of expiration or termination of this Agreement, under any licenses, occupancy agreements, rental agreements, booking commitments, advertising agreements, concession agreements, and any other contracts relating to the Facility which have been executed by ASM hereunder, except (A) to the extent that any such license, agreement, commitment or contract was executed by ASM in violation of any of the restrictions applicable to ASM's right to execute such licenses, agreements, commitments or contracts contained in this Agreement; and (B) for any such license, agreement, commitment or contract to which the consent of the other party thereto is required for such assignment and assumption unless such consent is obtained (in the case of any such consent, ASM will use commercially reasonable efforts to obtain such consent and the City will cooperate in any reasonable manner with ASM to obtain such consent), and all further obligations of the parties hereunder shall terminate except for the obligations that are expressly intended to survive the termination or expiration of this Agreement, neither EQ nor CUSTOMER will have any further obligations under this Agreement provided thatincluding, such termination or expiration shall be without prejudice to any rights that have accrued to the benefit of a Party prior to such expiration or termination andlimitation, further providedSections 5.4, that: (i) Except in the event of termination of the Agreement due to breach of material obligations under the Agreement by EQ8.3, CUSTOMER will11.2, in accordance with the terms of this Agreement pay to EQ: [ * ]. At CUSTOMER’s election in writing 11.3 and cost, EQ will deliver or destroy such Product and Materials as directed by CUSTOMER; and in the event of termination of this Agreement by CUSTOMER under Section 10.2(ii), [ * ]. The Parties agree that any amounts owed as a consequence of this Section 10.3 are subject to the provision of satisfactory documentary evidence and reasonable auditing11.4. (ii) EQ shall return to CUSTOMER or destroy, as elected by CUSTOMER and in both cases at CUSTOMER's cost and expense, any CUSTOMER Materials and CUSTOMER Equipment in the possession of EQ, except to the extent such CUSTOMER Materials or CUSTOMER Equipment are required for EQ to fulfill any surviving obligations of this Agreement. (iii) each Recipient will promptly return to the Discloser all of Discloser’s Confidential Information (including all copies) provided to Recipient under this Agreement or under any Statement of Work which has been terminated or has expired, except for one (1) copy which Recipient may retain solely to monitor Recipient’s surviving obligations of confidentiality and non-use and, in the case of CUSTOMER, to exercise all surviving rights of CUSTOMER under this Agreement; and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. (iv) the terms and conditions under Articles 6, 7, 8, 9 and 11 will survive any such termination or expiration.