General Consequences. Subject to Section 5.7 (Termination Fee), in the event of the termination or abandonment of this Plan pursuant to the provisions of Section 7.1, this Plan shall become void and have no force or effect, without any liability on the part of the Parties or any of their respective directors or officers or shareholder with respect to this Plan.
General Consequences. 12.4.1 Termination pursuant to subparagraph 12.1 or the consequences of default as specified in subparagraphs 12.2 or 12.3 shall not relieve either party of any obligations due to the other under the terms of this Agreement to and including the date of termination or the effective date of any such default.
12.4.2 In no event will default operate to release Grantee or A-55 from any damages, costs and expenses that may be due as a result of such default.
12.4.3 Either of the parties hereto shall have the right to give public notice of any termination or default in such manner and at such times and places as it may deem advisable.
General Consequences. In addition to any other remedies or relief that may be available, I agree to pay the reasonable attorneys' fees and any damages Released Parties may incur as a result of my breaching a promise I made in this Release (such as by suing a Released Party over a released Claim) or if any representation I made in this Release was false when made. I further agree that the Company would be irreparably harmed by any actual or threatened violation of Section 3 that involves disclosure of the existence, terms, or amount payable under this Release, or disclosure or use of confidential information or trade secrets or solicitation of employees, customers, or suppliers, and that the Company will be entitled to an injunction prohibiting me from committing any such violation.
General Consequences. In addition to any other remedies or relief that may be available, Semtech and I agree to pay the other party’s attorneys’ fees (including in-house counsel costs) and damages the Released Parties or I, respectively, may incur as a result of breaching a promise made in this Agreement (such as by suing a Released Party over a released Claim or disparaging me) or if any representation made in this Agreement was false when made. We agree that the minimum damages for each breach will be a liquidated sum equal to half of the attorneys’ fees each Released Party or me, as applicable, incurs as a result of the breach, which is a reasonable estimate of the value of the time the Released Party is likely to have to spend seeking a remedy for the breach. I further agree that Semtech would be irreparably harmed by any actual or threatened violation of Section 4 that involves Release-related disclosures or disclosure or use of confidential information or trade secrets or solicitation of employees, customers, or suppliers, and that Semtech will be entitled to an injunction prohibiting me from committing any such violation.
General Consequences. Upon any termination of this Agreement:
(i) Each Party shall promptly return to the other all Confidential Information received from such other Party, except one copy of which may be retained for archival purposes.
(ii) The license granted to Genethon under Section 4.1(b) shall automatically terminate.
(iii) Genethon will use commercially reasonable efforts to promptly cancel all cancellable obligations incurred under the Development Plan. Subject to the preceding sentence, Audentes shall remain responsible in accordance with Article 5 for paying all costs related to Genethon Research Program Activities conducted by Genethon until the effective termination date and reimbursing Genethon for all noncancellable costs and expenses reasonably incurred by Genethon for the purposes of the Genethon Research Program Activities prior to delivery of the termination notice, whether such costs and expenses are actually payable by Genethon before or after the effective termination date, provided that Genethon shall use commercially reasonable efforts to cancel all cancellable obligations promptly upon receipt of Audentes’s termination notice or delivery of Genethon’s termination notice, as applicable.
General Consequences. (a) In the event of any termination or expiry of this Agreement:
(i) within [***] of such termination or expiry, each Party shall return or deliver to the other Party all of the other Party’s Confidential Information disclosed to such Party under this Agreement, as well as any of the other Party’s materials delivered by the other Party under this Agreement, provided that each Party shall be permitted to retain and use any Confidential Information of the other Party which is necessary or useful for such Party to exercise any remaining rights or perform its remaining obligations under this Agreement or under the License Agreement; and
(ii) within [***] of such termination or expiry, the Parties shall reconcile the Shared Development Costs incurred prior to the date of such termination or expiry (to the extent not previously reconciled under Section 3.3.4), in accordance with the principles set out in Sections 3.1 and 3.2, and shall promptly make any required payments to the other Party as a result of such reconciliation. Except as set forth in Sections 9.3.2(a)(iii) and 9.3.2(c), any Additional Co-Development Costs, to the extent not already paid by Biontech as of the date of such termination or expiry, shall become immediately payable by Biontech.
General Consequences. If Employee breaks any of Employee’s material promises in this Agreement, for example, by bringing a lawsuit based on claims that Employee has released, by making a false representation in this Agreement, or by a past or future breach of any portion of the MicroStrategy Agreement, Employee (a) shall forfeit all rights to future benefits under this Agreement; (b) must repay all benefits previously received upon the Company’s demand; and (c) must pay reasonable attorneys’ fees and all other costs incurred as a result of Employee’s breach or false representation, such as the cost of defending any suit brought with respect to a released claim by Employee. However, ten percent (10%) of the cash severance Employee received will be exempt from this repayment provision and will constitute consideration for the release of claims set forth in Section 1. This Section shall not be applicable to challenges to the validity of this Agreement under the ADEA or Older Workers Benefit Protection Act, nor will the Company seek any damages of any sort against Employee for Employee’s having made such a challenge.
General Consequences. If you break any of the promises made in the -------------------- Agreement or this General Release, for example, by filing or prosecuting a lawsuit based on claims that you have released, or declining to execute the second General Release contemplated by Paragraph 2.1, or if any representation made by you in this General Release was false when made, you (a) shall forfeit all right to future benefits under the Agreement; (b) must repay all benefits previously received, other than the monthly compensation paid to you under Paragraph 2.1 of the Agreement, upon Amgen's demand; and (c) must pay reasonable attorneys' fees and all other costs incurred as a result of your breach or false representation, such as the cost of defending any suit brought with respect to a released claim by you or other owner of a released claim. It is agreed that your breach of Subparagraph 2.2 of this Agreement will not be covered by this Paragraph 3.1 unless you are given written notice by the Company specifying your breach of Subparagraph 2.2 and you fail to cure such a breach within 14 days of receipt of such notice. In addition, in order to ensure that you have complied fully with your obligations under Paragraph 2.3 of this General Release, you hereby covenant and agree that to the full extent permitted by law, you hereby waive and release any and all rights or claims you may have to any personal claim for proceeds or awards that you may be entitled to under any qui tam proceeding brought against Amgen. You further agree --- --- that you shall deliver any such money, proceeds, or awards to the U.S. government.
General Consequences. In addition to any other remedies or relief that may be available, Employee agrees to pay the reasonable attorneys' fees and any damages Released Parties may incur as a result of his breaching a promise he made in this Release (such as by suing a Released Party over a released Claim) or if any representation he made in this Release was false when made. Employee further agrees that the Company would be irreparably harmed by any actual or threatened violation of Sections 11 and 12 that involves Release-related disclosures or disclosure or use of confidential information or trade secrets or solicitation of employees, customers, or suppliers, and that the Company will be entitled to an injunction prohibiting Employee from committing any such violation.
General Consequences. In addition to any other remedies or relief that may be available, Employee agrees to pay the reasonable attorneys' fees as a result of his breaching a promise he made in this Release (such as by suing a Released Party over a released Claim) or if any representation he made in this Release was false when made. Employee further agrees that the Company would be irreparably harmed by any actual or threatened violation of Sections 11 and 12 that involves Release-related disclosures or disclosure or use of confidential information or trade secrets or solicitation of employees, customers, or suppliers, and that the Company will be entitled to an injunction prohibiting Employee from committing any such violation.
