Effects of Termination; Survival. Nothing in this Article VI will relieve any Party from its liability for any breach or violation of this Agreement prior to any termination hereof. The provisions of any payment obligations of Purchaser shall survive such termination, and the Parties’ obligations under the last sentence of Section 2.11, Section 2.12, Section 3.04, Article V, Article VI and Article VII shall survive such termination.
Effects of Termination; Survival. In the event that this Agreement is terminated in its entirety, all rights and obligations of either Party under this Agreement shall immediately terminate, including the licenses granted under Section 2 and any sublicenses subsequently granted by SpinCo or Parent, as applicable. Further, the following provisions of this Agreement shall survive any termination (whether in part or in its entirety) of this Agreement Section 5 (Limitation of Liability), Section 6 (Confidentiality), Section 8.3 (Remedies Cumulative), Section 8.4 (Effects of Termination; Survival), Section 9 (Miscellaneous) and Section 1 (Definitions) (to the extent necessary to give effect to the foregoing sections in this sentence).
Effects of Termination; Survival. Upon any termination of this Agreement: (a) all rights granted to Customer hereunder shall terminate and NLX shall no longer provide access to the Service to Customer, and (b) Customer shall cease using the Service. Any obligations that have accrued prior to termination shall survive termination of this Agreement. In addition, the following Sections, as well as any other provisions herein which by their nature should survive, shall survive termination of this Agreement: Sections 3 through 12.
Effects of Termination; Survival. Notwithstanding the termination of this Agreement, Sections 1, 3, 4, 5, 7.4, 8, 9 (with Section 9.3 surviving only pursuant to its terms) and 10 and any other Sections hereof which expressly or by their nature survive termination of this Agreement shall continue in full force and effect.
Effects of Termination; Survival. Termination or expiration of this Agreement shall not affect the rights or obligations of the Parties under this Agreement that have accrued prior to the date of termination or expiration. Upon termination of this Agreement (a) for any reason, Purchaser shall pay all undisputed outstanding invoices; and (b) by Purchaser pursuant to Section 10.2(a), Purchaser shall have the right to request that Dynavax manufacture and deliver to Purchaser, in which case Dynavax shall manufacture and deliver to Purchaser, the CpG Material under all outstanding accepted Purchase Orders on the relevant scheduled delivery dates and Purchaser shall pay Dynavax the Final Payment for such Purchase Orders not later than [***] days after Purchaser’s acceptance date therefor. Notwithstanding anything to the contrary, the following provisions shall survive any expiration or termination of this Agreement: Article 1 (Definitions), Section 5.2 (Restrictions on Use of CpG Material), Article 6 (Intellectual Property), Article 7 (Confidentiality), Article 9 (Indemnification), Section 10.5 (Effects of Termination; Survival), and Article 11 (General Provisions).
Effects of Termination; Survival. Upon termination of this Agreement, all rights and licenses granted hereunder shall cease, except as otherwise provided in this Agreement. The fees and discounted rates for Services specified in each Schedule are based on Services purchased for the entire Term of such Schedule and not actual usage, and Customer is responsible for all minimum fees specified in each Schedule for the entire Term of such Schedule. Therefore, upon termination of this Agreement or any Schedule for any reason (other than breach by Operative), all fees due through the remainder of the Term of any Schedule or SOW will accelerate and become immediately due and payable. Those provisions of this Agreement which, by their nature, are meant to survive termination shall so survive, and include without limitation provisions related to ownership of intellectual property, confidentiality, indemnification, limitation of liability, warranties and representations, governing law and venue, payment and non-solicitation.
Effects of Termination; Survival. Upon termination or expiration of this Agreement, all licenses granted hereunder will immediately terminate. When this Agreement expires or is terminated, the provisions of Sections 1 (Definitions), 5 (Limited Warranty), 12 (Effects of Termination), 13 (Limitation of Damages), 14 (Confidentiality), 22 (Governing Law), and 23 (Entire Agreement) will survive and continue to bind the parties.
Effects of Termination; Survival. In the event of the termination of this Agreement pursuant to Section 5.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto; provided that this Section 5.2 and Article VI, and any other section of this Agreement referenced in this Section 5.2 and Article VI that are required to survive to give appropriate effect to this Section 5.2 and Article VI, shall in each case survive any termination of this Agreement. The representations, warranties, covenants, obligations or other agreements in this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall not survive the Closing Date and shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing Date in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part on or after the Closing Date (which shall survive the Closing Date until fully performed) and then only with respect to any breaches occurring after the Closing Date.
Effects of Termination; Survival. (a) Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to or upon such expiration or termination. Accordingly, Dow rights under Article [7] shall survive expiration of termination of this Agreement for any reason. Sections [3.04, Articles 5 and Article 6] shall survive expiration or termination of this Agreement and VGX shall not be relieved of any payment obligation that may have accrued prior to such expiration or termination.
(b) Upon an early termination of this Agreement due to a change of control of VGX, VGX shall, except in the case of a breach by VGX, insolvency by VGX as specified in this Article, be entitled to sell, for a period of twelve (12) months, remaining inventories of any Product(s) which are already in its possession. Such sales shall be in accordance with this Agreement and the Parties shall continue to be obligated to make all applicable payments hereunder.
(c) After termination, except as provided in (b) above, any remaining Product and all Biological Material and Confidential Information relating, if any, shall be destroyed or shall be returned, respectively, and the destruction shall be certified to Dow by a representative of VGX.
Effects of Termination; Survival. Upon termination or expiration of this Agreement, Genable shall pay Spark any undisputed monies due and owing Spark, up to the time of termination or expiration, including all authorized expenses and non-cancelable expenses which have been incurred by Spark prior to the notice of termination in accordance with the relevant Work Order (which costs shall not in any event exceed the amounts agreed herein or in the Work Order). Spark shall use its reasonable endeavors to cancel commitments prior to the termination. Termination of this Agreement for any reason is without prejudice to the Parties’ accrued rights and shall not be construed to release either Party from any obligation incurred prior to the effective date of such termination. The following provisions shall survive the expiration or termination of this Agreement: Articles 4, 10, 12, 13, 14, 15 and 16.
