Effect of Termination Under Section. 8.1. In the event of termination of this Agreement by either the Company or the Shareholders as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto or any of its respective Affiliates, officers, directors or shareholders except (i) for the obligation of the Shareholders to refund to the Company the audit expenses as set forth in Section 1.3 of this Agreement; (ii) for any and all obligations under the confidentiality provisions contained in Section 3.2 of this Agreement; and (iii) to the extent that such termination results from the willful breach by a party hereto of any of its representations or warranties, or of any of its covenants or agreements, as set forth in this Agreement. In the event that termination results from the willful breach by a party hereto of any of its representations or warranties, or of any of its covenants or agreements, as set forth in this Agreement, the breaching party shall be liable to the non-breaching party for all direct damages (but not indirect or consequential damages) incurred as a result of such willful breach.
Effect of Termination Under Section. 8.1. In the event of termination of this Agreement by either the Company or the Business Contribution Member as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto or any of its respective Affiliates, officers, directors or Members except (i) for the obligation of the Business Contribution Member and the Members to refund to the Company the audit expenses as set forth in Section 1.4 of this Agreement; (ii) for any and all obligations under the confidentiality provisions contained in Section 3.2 of this Agreement; and (iii) to the extent that such termination results from the willful breach by a party hereto of any of its representations or warranties, or of any of its covenants or agreements, as set forth in this Agreement. In the event that termination results from the willful breach by a party hereto of any of its representations or warranties, or of any of its covenants or agreements, as set forth in this Agreement, the breaching party shall be liable to the non-breaching party for all direct damages (but not indirect or consequential damages) incurred as a result of such willful breach.
Effect of Termination Under Section. 8.1. In the event of termination of this Agreement by either the Company or the Shareholder as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto or any of its respective Affiliates, officers, directors or shareholders except (i) for any and all obligations under the confidentiality provisions contained in Section 3.2 of this Agreement; and (ii) to the extent that such termination results from the willful breach by a party hereto of any of its representations or warranties, or of any of its covenants or agreements, as set forth in this Agreement. In the event that termination results from the willful breach by a party hereto of any of its representations or warranties, or of any of its covenants or agreements, as set forth in this Agreement, the breaching party shall be liable to the non-breaching party for all direct damages (but not indirect or consequential damages) incurred as a result of such willful breach up to a maximum of (pounds)10,000.
Effect of Termination Under Section. 8.1. The following provisions shall apply in the event of a termination of this Agreement under Section 8.1:
Effect of Termination Under Section. 13.3 OR 13.4. In the event of a termination of the Term of the Research Program by Warner under Sections 13.3 or 13.4, (a) Warner shall retain the license rights granted to it under Section 4 to Sequana Background Technology and Collaboration Technology and Sequana's license rights under Section 4 shall terminate except for those rights granted to it under Sections 4.2, 4.5 and 4.9 and (b) for terminations made pursuant to Section 13.4.3, Warner shall continue to fulfill its responsibilities under this Agreement until the effective date of termination. All other terms and conditions of this Agreement shall remain in full force and effect.
Effect of Termination Under Section. 8.1. In the event of termination of this Agreement by either the Company or the Business Contribution Member as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto or any of its respective Affiliates, officers, directors or shareholders except (i) for the obligation of the Business Contribution Member and the Shareholders to refund to the Company the audit expenses as set forth in Section 1.4 of this Agreement; (ii) for any and all obligations under the confidentiality provisions contained in
Effect of Termination Under Section. 11.2(A) OR 11.2(C). Upon a termination of this Agreement under Section 11.2(a) or 11.2(c) and in addition to any other remedy as may be provided for in this Agreement or by law, the Party exercising the right of termination (which shall be TSA in the case of termination under Section 11.2(c)) shall have the right (but not the obligation) to purchase all (but not less than all) of the Shares then owned and held by the other Party or any of its direct or indirect wholly-owned or controlled subsidiaries by serving written notice to the other Party within thirty (30) calendar days of the date of termination. The price that a terminating Party (the "PURCHASER") shall pay for the Shares held by the other Party or any of its direct or indirect wholly-owned or controlled subsidiaries (the "SELLER"), in the event that the Purchaser acquires and elects to exercise a right to purchase the Shares of the Seller under this Section 11.3, shall be the Fair Market Value of the Shares held by the Seller determined in accordance with an Appraisal. The purchase price of the Shares purchased under this Section 11.3 must be paid in Japanese Yen in immediately available and freely transferable funds through a transfer of funds to a banking account to be designated at that time by the Seller to the Purchaser. The closing of any purchase and sale Shares under this Section 11.3 shall be completed within thirty (30) calendar days of the Parties' receipt of the final appraisal of the Shares. As a condition of closing, the Seller shall deliver to the Purchaser or its nominees the related share certificate(s) for these Shares. The Shares so delivered shall be duly endorsed and free and clear of any lien or encumbrance of any nature whatsoever.
