Common use of Effect Upon Termination Clause in Contracts

Effect Upon Termination. a) Upon the termination of this Agreement, BPPR shall (unless EVERTEC otherwise agrees to in writing): 1. BPPR shall remove and/or disconnect, at its own cost and expense, any and all communication lines and modems connecting its terminals to EVERTEC’s ATH Network or other computer systems. 2. BPPR shall pay to EVERTEC and/or any Participant any outstanding fees within five (5) Business Days from the date of termination. 3. BPPR shall not use, transfer, operate or market in any manner any program or system, or material of any kind developed by EVERTEC in conjunction with, or related to the Services. 4. The license granted to BPPR hereunder shall expire and terminate immediately and BPPR shall immediately and completely (i) discontinue all use of the Licensed Marks and Intellectual Property of EVERTEC; (ii) remove all signs bearing the Licensed Marks from its terminals; and (iii) destroy and/or reissue any cards issued by BPPR that bear the Licensed Xxxx. 5. BPPR shall cease and discontinue any use of any advertising and promotional materials relating to BPPR’s participation in the ATH Network. b) Not later than thirty (30) days after termination of this Agreement, EVERTEC will deliver to BPPR all the documents, plastic cards, materials, records, and formats in its possession, if any, belonging to BPPR, and all of the tapes and records where any BPPR Data is recorded. c) Except as otherwise provided for herein, upon termination, all further obligations of the parties pursuant to this Agreement or the particular Service Rider that was terminated, whichever the case may be, will terminate without further liability of either party to the other; provided, however that termination will not release the party that terminates from any liability which at the time of termination had already accrued to the non-terminating party. d) Neither party shall be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its provisions. e) Furthermore, any termination will be without prejudice to any rights or remedies any party may have arising out of any breach of any material representation, warranty, covenant or condition by any other party hereto.

Appears in 2 contracts

Samples: Ath Network Participation Agreement, Ath Network Participation Agreement (EVERTEC, Inc.)

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Effect Upon Termination. a) Upon the termination of this Agreement, BPPR shall (unless EVERTEC otherwise agrees to in writing): 1. BPPR shall remove and/or disconnect, at its own cost and expense, any and all communication lines and modems connecting its terminals to EVERTEC’s ATH Network or other computer systems. 2. BPPR shall pay to EVERTEC and/or any Participant any outstanding fees within five (5) Business Days from the date of termination. 3. BPPR shall not use, transfer, operate or market in any manner any program or system, or material of any kind developed by EVERTEC in conjunction with, or related to the Services. 4. The license granted to BPPR hereunder shall expire and terminate immediately and BPPR shall immediately and completely (i) discontinue all use of the Licensed Marks and Intellectual Property of EVERTEC; (ii) remove all signs bearing the Licensed Marks from its terminals; and (iii) destroy and/or reissue any cards issued by BPPR that bear the Licensed XxxxMark. 5. BPPR XXPR shall cease and discontinue any use of any advertising and promotional materials relating to BPPR’s participation in the ATH Network. b) Not later than thirty (30) days after termination of this Agreement, EVERTEC will deliver to BPPR all the documents, plastic cards, materials, records, and formats in its possession, if any, belonging to BPPR, and all of the tapes and records where any BPPR Data is recorded. c) Except as otherwise provided for herein, upon termination, all further obligations of the parties pursuant to this Agreement or the particular Service Rider that was terminated, whichever the case may be, will terminate without further liability of either party to the other; provided, however that termination will not release the party that terminates from any liability which at the time of termination had already accrued to the non-terminating party. d) Neither party shall be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its provisions. e) Furthermore, any termination will be without prejudice to any rights or remedies any party may have arising out of any breach of any material representation, warranty, covenant or condition by any other party hereto.

Appears in 1 contract

Samples: Ath Network Participation Agreement (EVERTEC, Inc.)

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Effect Upon Termination. a) Upon the Except as expressly set forth in Section 13.6, upon termination of this Agreement, BPPR the following consequences shall (unless EVERTEC otherwise agrees to in writing): 1. BPPR apply and shall remove and/or disconnect, at its own cost and expense, any and all communication lines and modems connecting its terminals to EVERTEC’s ATH Network or other computer systems. 2. BPPR shall pay to EVERTEC and/or any Participant any outstanding fees within five (5) Business Days from be effective as of the effective date of such termination.: 3. BPPR shall not use, transfer, operate or market in any manner any program or system, or material of any kind developed by EVERTEC in conjunction with, or related to the Services. 4. The license granted to BPPR hereunder shall expire and terminate immediately and BPPR shall immediately and completely (i) discontinue the Licenses shall terminate; provided that, notwithstanding such termination, Illumina and its Affiliates and Sublicensees shall have, to the extent permissible pursuant to Applicable Law and so long as the termination is not as a result of gross negligence or willful misconduct by Illumina or a material breach by Illumina of its obligations under Section 2.7, Section 4.5, Article 8 or Article 12, the right for (***) (or such longer period as mutually agreed by the Parties) after the effective date of such termination to sell or otherwise dispose of all use Licensed Products then in their inventory and any in-progress inventory as though this Agreement had not terminated and such sale or disposition shall not constitute Infringement, misappropriation or violation of the SomaLogic Other IP, Licensed Marks Patents, SomaScan Technology, SomaLogic Foreground IP or SomaLogic Trademarks; provided further, that any such sales shall be included in the Net Sales for purposes of this Agreement and Intellectual Property of EVERTEC; subject to Illumina’s payment obligations under Article 8; (ii) remove each Party shall return to the other Party or destroy, at the other Party’s election, all signs bearing Confidential Information of such other Party, including all copies thereof and all materials, substances and compositions delivered or provided by such other Party to such first Party; provided, however, that such first Party may keep one copy of such Confidential Information in its legal files solely for the Licensed Marks from its terminals; and (iii) destroy and/or reissue any cards issued by BPPR that bear purpose of enabling it to comply with the Licensed Xxxx. 5. BPPR shall cease and discontinue any use of any advertising and promotional materials relating to BPPR’s participation in the ATH Network. b) Not later than thirty (30) days after termination provisions of this Agreement, EVERTEC will deliver and such first Party shall not be required to BPPR all the documents, plastic cards, materials, remove such Confidential Information from its back-up or archive electronic records, including its electronic laboratory notebook and formats in its possession, if any, belonging to BPPR, and all of the tapes and records where any BPPR Data is recorded.laboratory information management systems; c(iii) Except except as otherwise provided for herein, upon terminationin this Agreement, all further rights and obligations of the parties pursuant to Parties under this Agreement or the particular Service Rider that was terminated, whichever the case may be, will terminate without further liability as of either party to the othereffective date of such termination; provided, however however, that termination will not release upon Illumina’s request, subject to Section 13.5(c), SomaLogic may grant a direct license under (A) the party that terminates from any liability which at Licensed Patents, SomaScan Technology and SomaLogic Foreground IP to make, have made, use, Sell, have Sold, offer for Sale, import and export Licensed Products in the time of termination had already accrued Field in the Territory and (B) the SomaLogic Other IP, solely to the non-terminating party. dextent (1) Neither party shall be liable reasonably necessary or useful to make or have made Licensed Products in the other Field in the Territory or (2) reasonably necessary to use, Sell, have Sold, offer for damages of any kind solely as a result of terminating this Agreement Sale, import and export Licensed Products in accordance with its provisions. e) Furthermore, any termination will be without prejudice the Field in the Territory; to any rights or remedies any party may have arising out Sublicensee hereunder (A) with the same scope as and (B) on terms and conditions no less favorable to, and no more onerous on, such Sublicensee than, in each case of any breach the foregoing clauses (A) and (B), the terms and conditions of any material representationthe applicable Contract between Illumina and such Sublicensee; and (iv) solely in the event of Illumina’s termination under Section 13.3, warranty(A) Illumina shall (***), covenant or condition by any other party hereto(B) notwithstanding Section 9.3, SomaLogic shall (***); and (C) Illumina shall (***).

Appears in 1 contract

Samples: Collaboration Agreement (SomaLogic, Inc.)

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