Effect of Termination Under Section Sample Clauses

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.
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Effect of Termination Under Section. 8.2. (a) No later than [***] after the effective date of termination under this Section 8.2, each Party shall return or cause to be returned to the other Party all Information in tangible form received from the other Party and all copies thereof; provided, however, that each Party may retain any Information reasonably necessary for such Party’s continued practice under any license(s) which do not terminate pursuant to this Section 8.2, and may keep one copy of Information received from the other Party in its confidential files for record purposes or to demonstrate compliance with its obligations, or assert its rights, under this Agreement; and further, provided, that a Party shall not be required to erase electronic files created in the ordinary course of business during automatic system back-up procedures pursuant to its electronic record retention and destruction practices that apply to its own general electronic files and information so long as such electronic files are (i) maintained only on centralized storage servers (and not on personal computers or devices), (ii) not accessible by any of its personnel (other than its information technology specialists), and (iii) are not otherwise accessed subsequently except with the written consent of the other Party or as required by law or legal process. Such retained copies of Information shall remain subject to the confidentiality and non-use obligations herein. *** Certain information, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (b) In the event of any termination under this Section 8.2: (i) each Party shall pay all amounts then due and owing as of the termination date; and (ii) except for the surviving provisions set forth in Section 8.4 and as otherwise set forth in this Section 8.2.3, the rights and obligations of the Parties hereunder shall terminate as of the date of such termination. (c) In the event of a termination under this Section 8.2 following exercise of a License Option, if at all: (i) MSD shall have a fully paid-up non-exclusive license to use Company Information and Inventions and Company’s interest in Joint Information and Inventions for internal research purposes only; (ii) MSD and its Affiliates, sublicensees and distributors shall be entitled, during the [***] period immediately following the effective date of termination, to finish any work-in-progress and to sell any Lice...
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 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: (a) If this Agreement is terminated by the Seller or the Buyer as permitted under Section 8.1 hereof and not as the result of the gross negligence or willful failure of any party to perform its obligations hereunder, such termination shall be without liability (except as provided in Section 10.2) to any party to this Agreement or any stockholder, director, officer, employee, agent or representative of such party. 37 (b) If this Agreement is terminated as a result of the gross negligence or willful failure of the Buyer to perform its obligations hereunder, the Buyer shall be fully liable for any and all damages sustained or incurred by Seller. (c) If this Agreement is terminated as a result of the gross negligence or willful failure of the Seller to perform its obligations hereunder, the Seller shall be fully liable for any and all damages sustained or incurred by Buyer. (d) The Seller and the Buyer hereby agree that the provisions of Sections 6.6, 8.2, 10.2 and Article IX hereof shall survive any termination of this Agreement; provided, however, that neither party shall have the right to bring any claim for breach thereof after two years following the termination of the Agreement. (e) Except as provided in Section 10.2, the Seller and the Buyer agree that, if this Agreement is terminated, none of the parties hereto shall be liable to any of the other parties hereto for consequential, special or punitive damages.
Effect of Termination Under Section. 13.3 OR 13.
Effect of Termination Under Section. 12.3. (a) Upon any termination of this Agreement under Section 12.3(a) [*], then, notwithstanding any other provision of this Agreement to the contrary: Cubist shall [*] to Syrrx all of [*] and to any Patents claiming Cubist Inventions or Joint Inventions, Cubist Know-How conceived or developed by Cubist and or any of its Affiliates in the course of the Collaboration, Joint Know-How, all data, Information. Cubist agrees to [*] and other documents, testify and take all other actions necessary or appropriate to transfer, effect, confirm, perfect, record, preserve, protect and enforce all rights, title and interests transferred under this Section 12.5(a), at the reasonable request and expense of Syrrx. Cubist shall pay to Syrrx the applicable milestone payments under Section 7.2 and/or Section 7.3 with respect to any milestone achieved prior to the expiration of the [*] notice period under Section 12.3(a). (b) Upon any termination of this Agreement under Section 12.3(b) after [*], or upon any [*], then, in either such case, notwithstanding any other provision of this Agreement to the contrary, Cubist shall grant to Syrrx a [*] [*] beginning on the effective date of termination to cause such Shared Program to become a [*] and to cause Shared Products from such Shared Program to become [*]. Syrrx may exercise such option by providing to Cubist written notice of the exercise of such option. Within [*] after Cubist's receipt of such notice, Cubist shall complete [*] of Cubist Technology and Information, including, without limitation, rights to all INDs and NDAs filed with respect to such Shared Products (and all foreign equivalents of such INDs and NDAs), and all drug dossiers and master files with respect thereto, Materials, reagents, and intellectual property rights necessary to convert such Shared Program and Shared Products to a Syrrx Shared Program and Syrrx Shared Products. Cubist agrees to use its commercially reasonable efforts to effect the necessary transfer of all technology, and shall provide reasonable assistance to Syrrx in practicing such technology upon Syrrx's reasonable request. Upon commercialization by Syrrx of such Syrrx Shared Products, Syrrx shall pay to Cubist royalties on Net Sales of Syrrx Shared Products at the rates set forth in Section 7.8(a). In no event shall Syrrx be obligated to [*] on Syrrx Shared Programs or Syrrx Shared Products. If Syrrx does not exercise such option within such [*] day period, then such Shared Program shall b...
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.
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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

Related to Effect of Termination Under Section

  • Effect of Termination Upon any expiration of the Term or termination of this Agreement, the obligations and rights of the parties hereto shall cease, provided that such expiration or termination of this Agreement shall not relieve the parties of any obligation or breach of this Agreement accruing prior to such expiration or termination, including, without limitation, all accrued payment obligations arising under Article 6. In addition, Article 5, Article 7, Section 2.12, Section 4.5, and this Section 4.6 shall survive the expiration or termination of this Agreement. For the avoidance of doubt, the rights of Registry Operator to operate the registry for the TLD shall immediately cease upon any expiration of the Term or termination of this Agreement.

  • Effect of Termination of Agreement Upon the Termination Date or the Expiration Date, as applicable, any amounts then owing by a Party to the other Party shall become immediately due and payable and the then future obligations of Customer and Provider under this Agreement shall be terminated (other than the indemnity obligations set forth in Section 13). Such termination shall not relieve either Party from obligations accrued prior to the effective date of termination or expiration.

  • Effect of Termination and Abandonment In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

  • Effect of Termination Notice Where Network Rail or the Train Operator has served a Termination Notice on the other: (a) the service of the Termination Notice shall not affect the parties’ continuing obligations under this contract up to the date of termination, which date shall be determined in accordance with paragraph 3.4(c); (b) the party which has served the Termination Notice shall withdraw it by notice to the other party, upon being reasonably satisfied that the relevant Event of Default has been remedied; and (c) this contract shall terminate on the later of: (i) the date and time specified in the Termination Notice for the contract to terminate (or such later date and time as the party which served the Termination Notice notifies to the other before the date and time so specified); and (ii) the date on which a copy of the Termination Notice is given to XXX.

  • Termination and Effect of Termination This Agreement shall terminate upon the date on which no Holder holds any Registrable Securities, except for the provisions of Sections 3.9 and 3.10, which shall survive any such termination. No termination under this Agreement shall relieve any Person of liability for breach or Registration Expenses incurred prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 3.9 hereof shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

  • Effect of Termination for Cause In the event the Executive’s employment shall be terminated for Cause pursuant to Section 5.1 hereof, the Company shall pay the Executive his salary through the date of termination.

  • Termination Effect of Termination 41 Section 8.01. Termination............................................................. 41 Section 8.02. Effect of Termination................................................... 42

  • Effect of Termination Survival If the Service Agreement is terminated, the Provider shall destroy all of LEA’s Student Data pursuant to Article IV, section 6.

  • Notice of Termination; Effect of Termination Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

  • Integration; Binding Effect; Survival of Termination This Agreement and the other Transaction Documents contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until the Final Payout Date; provided, however, that the provisions of Sections 5.01, 5.02, 5.03, 11.04, 11.06, 12.04, 13.01, 13.02, 14.04, 14.05, 14.06, 14.09, 14.11 and 14.13 shall survive any termination of this Agreement.

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