Effect of Termination Under Section 9 Sample Clauses

Effect of Termination Under Section 9. 2. --------------------------------------- (a) Upon termination in accordance with Section 9.2 hereof, the Party exercising the right of termination (the "Terminating Party") shall have the right to cause a Valuation by giving written notice to the other Party contemporaneously with the notice of termination, in which event the date of termination shall not occur until the occurrence of a purchase by the Terminating Party pursuant to this Section 9.4 or the expiration of the Terminating Party's right to make a purchase hereunder. If the Terminating Party does not cause a Valuation, then the option contained in this Section 9.4 shall terminate. If the Terminating Party elects to cause a Valuation and in addition to any other remedy as may be provided for in this Agreement or by law, the Terminating Party shall have the right but not the obligation to purchase all (but not less than all) of the XXX.xxx common stock then owned by the other party or any of its Subsidiaries by giving written notice to the other Party within 20 days of the date of determination of Fair Market Value. The price that the Terminating Party shall pay for the XXX.xxx common stock owned by the other Party or any of its Subsidiaries shall be 50% of the Fair Market Value of the XXX.xxx common stock owned by the other Party as of the date notice of termination is given, determined in accordance with the Valuation. The purchase price of the XXX.xxx common stock purchased must be paid in immediately available 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 of XXX.xxx common stock by the Terminating Party shall be completed within 20 days after the Terminating Party gives the other Party notice of its election to purchase hereunder. As a condition of closing, the seller shall deliver to the purchaser or its nominees the certificate for the XXX.xxx common stock. The XXX.xxx common stock so delivered shall be duly endorsed and free and clear of any lien or encumbrance of any nature whatsoever. (b) In the event that the Terminating Party elects to cause a Valuation pursuant to Section 9.4(a) and XXX.xxx common stock is not so purchased by the Terminating Party pursuant to Section 9.4(a), the other Party shall have the right (but not the obligation) to require the Terminating Party to purchase all (but not less than all) of the XXX.xxx common stock then owned or held by the other Party or any of its ...
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Effect of Termination Under Section 9. 2.1. (a) No later than [***] after the effective date of such termination, 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, and may keep one (1) copy of Information received from the other Party in its confidential files for record purposes, to demonstrate compliance with its obligations, or assert its rights, under this Agreement, or to comply with applicable law; 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 disclosing 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. (b) In the event of termination under this Section 9.2: (i) all licenses granted by the Company to Merck under this Agreement shall automatically terminate effective as of the termination date of this Agreement; (ii) Merck shall pay any amounts then due and owing as of the termination date; (iii) Merck shall cooperate and assist in transitioning to Company the prosecution and maintenance of any Company Patent Right that Merck is prosecuting or maintaining pursuant to Section 8.1.1 as of the effective date of termination, including by executing documents in a timely manner as may be reasonably necessary to allow Company to continue such prosecution and maintenance; (iv) any unused Materials and any derivatives, analogs, modifications or components thereof shall be, at the providing Party’s option, either promptly returned to the providing Party, or promptly destroyed in accordance with instructions by the providing Party (for clarity, any materials generated by a Party during the term of the Agreement that were not made using any Mat...
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Related to Effect of Termination Under Section 9

  • 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 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 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 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.

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

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

  • 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.

  • Survival of Termination The provisions of Sections 1.7, 1.8, 1.9, 1.10, 1.19, 1.20, 3.1, 3.2, 6.4, 6.5, 6.6, 6.7, 6.10 and 6.15 shall survive any termination of this Agreement.

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