Effect Ofnonrenewal or Termination Sample Clauses

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Effect Ofnonrenewal or Termination 

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• Expiration or Termination A. Owner shall have the right, upon thirty (30) days prior written notice to Operator, to terminate this Agreement in its entirety, upon or after the happening of one or more of the following events, if said event or events shall then be continuing: (i) If Operator shall make a general assignment for the benefit of creditors; or (ii) If Operator shall file a voluntary petition in bankruptcy or a petition seeking their reorganization or the readjustment of their indebtedness under the Federal Bankruptcy laws or under similar State laws; or (iii) If an involuntary petition in bankruptcy shall be filed against Operator and Operator is thereafter adjudicated a bankruptcy thereunder; or (iv) If Operator shall consent to the appointment of a receiver, trustee, or liquidator of all or substantially all of the property of Operator; or (v) If Operator shall fail to pay the SASO Fee or other money payments required by this Agreement and such failure shall not be remedied within thirty (30) days following receipt by Operator of written demand from Owner; or (vii) If Operator shall default in fulfilling any of the terms, covenants or conditions to be fulfilled by them hereunder and shall fail to commence with due diligence the remedying of said default within thirty (30) days following receipt by Operator of written demand from Owner to do so. B. Operator shall have the right, after thirty (30) days written notice to Owner, to terminate or suspend this Agreement upon the happening of one or more of the following events, if said event or events shall then be continuing: (i) The issuance by any court of competent jurisdiction of an injunction, order or decree preventing or restraining the use of the Airport for normal airport purposes or the use of any part thereof which may be used by Operator and which is necessary for Operator's operations of the Airport, which remains in force for a period of at least ninety (90) consecutive days. (ii) If Owner shall default in fulfilling any of the terms, covenants or conditions to be fulfilled by it under this Agreement and shall fail to cure said default within thirty (30) days following receipt of written demand from Operator to do so; or (iii) If all or a mutual part of the Airport or Airport facilities shall be destroyed by fire, explosion, earthquake, other casualty, or acts of God or the public enemy; (iv) If the United States Government or any of its agencies shall occupy the Airport or any substantial part thereof to such an extent as to interfere materially with Operator’s operations, for a period of thirty

• 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.

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

• Termination by Either Party This Agreement may be terminated upon 60 days written notice without cause or penalty by either the Company (acting through the Conflicts Committee) or the Advisor. The provisions of Articles 1, 10, 12, 13, 15 and 16 shall survive termination of this Agreement.

• 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.

• Modification or Termination The Loan Documents may only be modified or terminated by a written instrument or instruments intended for that purpose and executed by the party against which enforcement of the modification or termination is asserted. Any alleged modification or termination which is not so documented shall not be effective as to any party.

• 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.

• Amendment or Termination of Agreement This Agreement may be changed or terminated only upon the mutual written consent of the Company and Executive. The written consent of the Company to a change or termination of this Agreement must be signed by an executive officer of the Company after such change or termination has been approved by the Board.

• 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.

• Term; Termination of Agreement This Agreement shall continue in force for a period of one year from the date hereof, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Independent Directors to evaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.