Effects of Termination or Expiry. Upon expiration of the Offering Term (unless succeeded immediately by a renewal Offering Term) or termination of the Agreement for a Hosted Service: (i) Customer must immediately cease all use of the Hosted Service; and (ii) Entrust may revoke all Certificates issued under the Agreement, and de-commission any Dedicated CAs.
Effects of Termination or Expiry. 22.1 In the event that this Agreement is terminated in whole or in part (howsoever terminated) the Parties agree to co-operate to ensure an orderly wind down of their joint activities as set out in this Agreement so as to minimise disruption to all Service Users, carers and staff and subject to the statutory requirements of the Better Care Fund.
22.2 The Council and the CCG shall co-operate to ensure that:
22.2.1 where possible, existing Services Contracts are assigned to the Party with statutory responsibility for the relevant Service Users. Where this is not possible, subject to Clause 22.2.3, the Council and the CCG shall continue to be liable to purchase the Services in accordance with this Agreement for all current Service Users at the date of service of the notice of termination and to fulfil all existing obligations to third parties under any Services Contract until the relevant contracts are terminated; and
22.2.2 the Parties shall continue to operate the Pooled Budget in accordance with this Agreement so far as is necessary to ensure fulfilment of the obligations in sub-Clause 22.2.1; and
22.2.3 the Parties shall remain liable to contribute the proportion of the cost of the Services which either is their proportionate contribution to the relevant Individual Scheme in the current Financial Year or, if such contribution has not at the date of notice of termination yet been confirmed under Clause 19.5, the Party's contribution in the immediately preceding Financial Year represented as a proportion of the aggregate contributions of each Party to the relevant Services in that preceding Financial Year, such liabilities to continue for so long as the Service Users shall require the Services or the obligations to third parties under any Services Contract remain to be fulfilled.
22.3 Upon termination of the Agreement or an Individual Scheme the Parties shall use all reasonable endeavours to agree an apportionment of any Underspend in relation to the Individual Scheme so terminated in a reasonable and equitable manner taking into account the circumstances of and reasons for the Underspend, the consequential effect to any other Individual Scheme and such payments as shall be required to reflect this shall be made from the Pooled Fund to the Parties. Where such agreement cannot be reached within 30 days of termination the Underspend shall be returned to the Parties in proportion to their respective Financial Contributions for that Scheme.
22.4 Upon terminatio...
Effects of Termination or Expiry. (a) If the Company terminates this Agreement pursuant to Sections 10.3(a) through 10.3(e), the Company may purchase the Incentive Shares for $100 at the time of termination.
(b) If the Manager terminates this Agreement pursuant to Section 10.4(a):
(1) the Company may purchase the Incentive Shares for $100 at the time of termination;
(2) the Company shall have the option to require the Manager to continue to provide Technical Services to the Company at the Fair Market Fee for up to an additional two-year period from the date of termination of this Agreement, provided that the Manager or any of its Affiliates continues in the business of providing such services to third parties for similar types of vessels; and
(3) the Omnibus Agreement shall remain in effect and binding on the parties thereto for a two-year period from the date of termination of this Agreement.
(c) If the Company terminates this Agreement pursuant to Sections 10.3(f) through 10.3(h), or the Manager terminates this Agreement pursuant to Section 10.4(b), the Manager or its Affiliates will continue to receive dividends on the Incentive Shares for a period of five (5) years from the date of actual termination of the Agreement and at the end of such five (5) year period the Incentive Shares will be surrendered to the Company at no cost to the Company.
(d) If the Agreement terminates pursuant to Section 10.5, the Company may purchase the Incentive Shares or the Manager may cause the Company, or its successor, to purchase the Incentive Shares for the fair market value of such shares determined as follows:
(1) the Manager and the Company shall each select an independent investment bank or other qualified appraiser with the consent of the other, which consent shall not be unreasonably withheld;
(2) each such investment bank or other qualified appraiser shall independently determine the fair market value of the Incentive Shares within forty-five (45) days assuming that the Incentive Shares have a term that ends five years from the earliest date that the Company can cause termination under Section 10.3(g);
(3) in determining the fair market value, each investment bank or other qualified appraiser shall:
(A) determine the fair market value of the Incentive Shares based on the projected dividends to be paid on the Incentive Shares for the relevant period, discounted at a rate of seven (7) percent;
(B) value the projected cash flow of the Company;
(C) disregard any potential increases or decreases with r...
Effects of Termination or Expiry. (a) On termination of the Agreement:
(i) Customer must promptly stop making use of Contract Manufacturer’s Confidential Information or any other materials used or intended for use by Contract Manufacturer in connection with the Products;
(ii) each party must as soon as practicable return to the other party all Confidential Information disclosed by the other party and all Confidential Information owned or licensed by the other party, without retaining any copies;
(iii) each party must co-operate with the other to bring the Agreement to an end in such a manner so as to minimise any losses or costs to either or both parties;
(iv) Contract Manufacturer may dispose of any Products completed or in the process of manufacture and Customer shall promptly reimburse Contract Manufacturer for the cost of such disposal of Products;
(v) Customer must, within 7 days after the date of expiry or termination, pay Contract Manufacturer all amounts owing by Customer to Contract Manufacturer, whether due at that time or not; and
(vi) each party must co-operate with the other to bring the Agreement to an end in such a manner so as to minimise any losses or costs to either or both parties.
(b) If any raw materials, paper and/or packaging materials (including, without limitation, transportation boxes) or the like have been ordered and paid for by Contract Manufacturer for the purpose of fulfilling Contract Manufacturer’s obligations under the Agreement, including to ensure continuity of production of Customer’s Products, and taking into consideration minimum order quantities of third party Contract Manufacturers of raw materials, paper and packaging materials and those raw materials, paper or packaging materials have not yet been paid by Customer and will become redundant following the termination of the Agreement, then Customer must pay Contract Manufacturer on demand for such raw materials, paper and packaging materials, plus any disposal costs.
Effects of Termination or Expiry. Upon lawful termination or expiry of this Agreement, this Agreement will be void and there shall be no liability on the part of any Party (or their respective officers, directors or employees) except that the obligation of the Company to pay to the Manager or its Affiliates the amounts accrued but outstanding under Section 8 and the terms and conditions set forth in Sections 9, 10.6 and 12 shall survive such termination. Upon termination under this Section 10 or upon expiry, the Company may direct the Manager to undertake, at the cost of the Company, any actions reasonably necessary to transfer any aspect of the ownership or control of the assets of the Group Companies to the Group Companies or to any nominee of the Group Companies and to do all other things reasonably necessary to bring the appointment of the Manager to an end at the appropriate time, and the Manager shall comply with all such reasonable directions. Upon termination or expiry of this Agreement, the Manager shall deliver to any new manager or the Company any Books and Records held by the Manager under this Agreement and shall execute and deliver such instruments and do such things as may reasonably be required to permit the new manager of the Company or Group Companies to assume its responsibilities, in each case at the cost and expense of the Company.
Effects of Termination or Expiry. (a) On termination or expiry of the Agreement:
(i) Distributor will promptly stop making use of Supplier’s Intellectual Property or any other materials used or intended for use by Supplier in connection with the Products;
(ii) each party must as soon as practicable return to the other party all Confidential Information disclosed by the other party and all Intellectual Property owned or licensed by the other party, without retaining any copies;
(iii) each party must co-operate with the other to bring the Agreement to an end in such a manner so as to minimise any losses or costs to either or both parties;
(iv) Supplier may dispose of any Products completed or in the process of manufacture and Distributor shall promptly reimburse Supplier for the cost of such disposal;
(v) all orders placed by Distributor with Supplier for the Products which do not relate to a current Customer order are automatically cancelled, unless otherwise agreed in writing by Supplier;
(vi) Distributor must, within 7 days after the date of expiry or termination, pay Supplier all amounts owing by Distributor to Supplier, whether due at that time or not; and
(vii) Distributor must promptly return to Supplier all advertising material, literature, displays and similar items supplied by Supplier. If Distributor fails to do this, Supplier or its representative may enter any premises occupied by Distributor on reasonable prior notice to Distributor and take possession of and remove those items.
(b) If Distributor holds any Products which are not subject to a current Customer order when the Agreement expires or is terminated:
(i) Distributor must, if Supplier requests this, immediately return the Products to Supplier at Distributor’s cost; and
(ii) Supplier must (if Distributor has paid for the Products and the Products are still within their use-by date and in the same condition as they were when supplied by Supplier) pay Distributor an amount equal to the amount paid by Distributor to Supplier for those Products.
(c) If any raw materials, paper and/or packaging materials (including, without limitation, transportation boxes) or the like have been ordered and paid for by Supplier for the purpose of fulfilling Supplier’s obligations under the Agreement, including to ensure continuity of production of Distributor’s Products, and taking into consideration minimum order quantities of third party suppliers of raw materials, paper and packaging materials and those raw materials, paper or packaging ma...
Effects of Termination or Expiry. 15.1 The termination or expiry of this Agreement for any reason shall be without prejudice to (i) any rights or obligations which shall have accrued or become due or (ii) any remedies which any Party may have in respect of any breach of the terms of this Agreement, prior to date of termination. Any Clause expressly stated to survive or implicitly surviving termination, including but not limited to Clauses 7, 9, 11, 12, 13, 14, 15, 16 and 18 will continue.
15.2 Upon termination or expiry you must:
15.2.1 settle any outstanding invoices immediately;
15.2.2 as required by us, return, destroy or delete any promotional or other materials;
15.2.3 cease to carry on business as our reseller (and all rights and licenses granted to you automatically terminate on the termination or expiry date);
15.2.4 provide to us details of the customer data referred to in Clause 9.10 to the extent not already provided.
15.3 The termination or expiry of this Agreement shall not of itself give rise to any liability on our part to pay any compensation to you including, without limitation, for loss of profits or goodwill.
15.4 We will be entitled to cancel all orders placed by you following service of a termination notice but prior to the termination date, whether or not such orders have been accepted by us without incurring any liability to you.
Effects of Termination or Expiry. 8.1 Twelve (12) months prior to expiry, or on termination of this Grant Agreement and at intervals thereafter stipulated by the Authority (not to be more frequent than every thirty (30) days) and for a period of four (4) months after such expiry or termination date the Recipient shall fully and accurately:
(a) Provide such information as may reasonably be required by any alternative provider or the Authority to assist the transfer of the Grant Obligations and/or staff to an alternative provider; and
(b) Subject to the provisions of the Data Protection Xxx 0000, provide such information if any as the Authority may reasonably require to meet the requirements of the Transfer of Undertakings (Protection of Employment) Regulations 2006, and any relevant guidance issued by or applicable to the Authority including but not limited to:
(i) All material facts and matters relating to or concerning the employment of any of the Recipient’s Personnel or former Personnel including but not limited to their respective ages, length of service, notice periods, location, nature of role, all terms and conditions of employment benefits policies or other agreements or arrangements or understandings in respect of each of them and any variation thereto agreed with or imposed upon any of the Recipient’s Personnel or former Personnel within a period of six (6) months preceding the date of termination or expiry;
(ii) All material facts and matters relating to all or any collective agreements, arrangements or other understanding which the Recipient or its Agents has with any trade union, staff association or other body representing any of the Staff;
(iii) Full details of any written representations or statements made by the Recipient or the Agents to any of the Recipient’s Personnel or former Personnel (or their unions or other representatives) in any way connected with or concerning employment with the Authority;
Effects of Termination or Expiry. Upon termination or expiry of this Amendment, (a) each party will promptly use commercially reasonable efforts to return or destroy the other party’s Confidential Information as it relates to this Amendment, and (b) Distributor's rights under this Amendment will cease, and (c) Distributor may not market or resell the Google Services to any new End User, and may not place additional or renewal orders for existing End Users. Distributor will use commercially reasonable efforts to promptly transition, in accordance with Avaya's instructions, to Avaya, an Avaya Affiliate, Avaya Channel Partner or to Google directly, any existing End User who desires to continue to receive the Google Services or support for the Google Services. In the event that this Amendment expires or terminates during the term of any order related to this Amendment, the parties agree that, except as set forth in this Section, this Amendment will remain in effect solely for purposes of enabling the underlying order(s). Notwithstanding the foregoing, termination or expiry of the Agreement for an uncured material breach, or termination or expiry of this Amendment in accordance with Sections 13.2, 13.3, and/or 13.4 above, will be deemed to terminate all underlying orders related to this Amendment, unless the parties expressly agree otherwise in writing.
Effects of Termination or Expiry of this Agreement (a) If the Manager terminates this Agreement pursuant to Section 10.4(a), the Company shall have the option to require the Manager to continue to provide Technical Services to the Company, for the fee described in Section 8.1, for up to an additional two-year period from the date of termination of this Agreement, provided that the Manager or any of its Affiliates continues in the business of providing such services to third parties for similar types of vessels.
