General Effect of Termination. (a) Except where explicitly provided elsewhere herein, termination of this Agreement for any reason, or expiration of this Agreement, will not affect: (i) obligations which have accrued as of the date of termination or expiration, and (ii) obligations and rights which, expressly or from the context thereof, are intended to survive termination or expiration of this Agreement. Without limitation, the following shall survive termination either indefinitely or for the period so stated: Section 2.9 (for the limited purposes of completing a Testing Request with respect to a Development Candidate after the Research Termination Date) and Articles III, V, VI, VII, VIII, IX, XI and XII.
(b) Upon termination or expiration of this Agreement, Vertex will retain exclusive rights to Vertex CF Technology and the inventions licensed to it by CFFT pursuant to Section 9.1 of this Agreement (including intellectual property), except CFFT shall hold those rights specified under Sections 10.5 and 10.6 hereof, as applicable.
General Effect of Termination. Upon any termination of this Agreement under this Section 11, the parties shall have no further rights or obligations hereunder except as specifically provided in Sections 11.2 and 11.4; provided, however, that (i) such termination shall not relieve the parties of any obligation accruing prior to such termination, and any debt, due royalties or due payments incurred before the date of termination of this Agreement shall survive such termination; (ii) such termination shall not relieve Inverness of its obligation to pay the license fee set forth in Section 0, and (iii) the provisions of Sections 0, 0 and 13 shall survive the termination of this Agreement.
General Effect of Termination. (a) If this Agreement is terminated pursuant to Section 12.01 hereof, (i) such termination shall be without liability of any party, or any stockholder, director, officer or employee of such party, to any other party to this Agreement, and (ii) this Agreement shall thereafter become void and have no effect, except as otherwise set forth in this Agreement.
(b) In the event that this Agreement is terminated after the expiration of the Due Diligence Period for any reason other than as set forth in this Section 12.02(b), Buyer shall be entitled to payment by Seller in the amount of Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) (the “Termination Fee”) as Buyer’s sole remedy. Notwithstanding the foregoing, Buyer shall not be entitled to payment of the Termination Fee in the event that:
(i) Seller and Buyer terminate this Agreement by mutual written agreement pursuant to Section 12.01(a) hereof;
(ii) Seller terminates this Agreement pursuant to (1) Section 12.01(b) hereof, (2) Section 12.01(c) hereof, (3) Section 12.01(d) hereof, (4) Section 12.01(g) hereof, (5) Section 12.01(j) hereof, (6) Section 12.01(k) hereof, or (7) Section 12.01(l) hereof; or
(iii) Buyer terminates this Agreement pursuant to (1) Section 12.01(c) hereof, (2) Section 12.01(j) hereof, or (3) Section 12.01(m) hereof.
(c) In the event that this Agreement is terminated after the expiration of the Due Diligence Period for any reason other than as set forth in this Section 12.02(c), Seller shall be entitled to payment of the Deposit Amount as liquidated damages hereunder. Notwithstanding the foregoing, Seller shall not be entitled to payment of the Deposit Amount in the event that:
(i) Seller and Buyer terminate this Agreement by mutual written agreement pursuant to Section 12.01(a) hereof;
(ii) Seller terminates this Agreement pursuant to (1) Section 12.01(c) hereof, (2) Section 12.01(h) hereof, (3) Section 12.01(j) hereof, (4) Section 12.01(k) hereof, or (5) Section 12.01(l) hereof; or
(iii) Buyer terminates this Agreement pursuant to (1) Section 12.01(b) hereof, (2) Section 12.01(c) hereof, (3) Section 12.01(e) hereof, (4) Section 12.01(f) hereof, (5) Section 12.01(i) hereof, (6) Section 12.01(j) hereof, or (7) Section 12.01(m) hereof.
(d) In the event that Seller shall be entitled to payment of the Deposit Amount, Escrow Agent shall deliver the Deposit Amount to Seller as liquidated damages hereunder without demand, deduction, offset or delay, and Buyer, on behalf of itself and it...
General Effect of Termination. In the event of a valid termination of this Agreement as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no Liability or obligation on the part of Buyer or Sellers, or their respective Affiliates or Representatives (except 36 that if Eight Hundred and Seventy-Five Million U.S. Dollars ($875,000,000) has been deposited in the Escrow Account at the time of a termination of this Agreement, the covenants and other agreements of Sellers and Buyer made in Sections 5.8 and 5.9 and in the last sentence of Section 5.3 shall survive termination of this Agreement and remain in full force and effect until the time of the MLA Release and become void only from such time, and any reference in this Agreement to the termination of this Agreement shall, in respect of the covenants and other agreements of Sellers and Buyer made in Sections 5.8 and 5.9 and in the last sentence of Section 5.3, instead be a reference to the time of the MLA Release); provided, however, that if the Sold Shares Closing shall have occurred before such termination, all representations, warranties, covenants and other agreements of Sellers and Buyer in respect of the Sold Shares (including, for certainty, the payment obligations of Buyer or Buyer’s transferee, as applicable, under Subsections 2.3(d) and 2.3(e)) shall survive the termination to the same extent as would have occurred pursuant to Section 7.1 if the Closing had taken place, together with Sellers’ and Buyer’s obligations pursuant to Sections 7.2 and 7.3, respectively, in respect thereof (together with the provisions of Section 7.4 that shall be necessary to give effect thereto), except, that, in the event of such a termination of this Agreement after the Sold Shares Closing, with respect to claims by Buyer Indemnified Parties or Seller Indemnified Parties for indemnification pursuant to Sections 7.2 and 7.3, respectively, with respect to Losses or Third Party Claims relating solely to the Sold Shares, the Indemnification Cap shall instead be equal to the Share Consideration; provided, further, that (except as set forth in Section 8.2(c)) Buyer and Sellers shall each remain liable for any breaches of covenants under this Agreement prior to its termination and for any fraud or Knowing and Intentional Breach prior to the date on which this Agreement is terminated; provided, further, that, the provisions of Section 2.6, this Section 8.2 (Procedure for Termination; Effect of Termination), and Sections 9 (...
General Effect of Termination. (A) The termination of this Agreement for any reason, or expiration of this Agreement, will not affect obligations which have accrued as of the date of termination or expiration, and obligations and rights under the following Sections, each of which shall survive any expiration or termination: Sections 2.5.2, 3.1.1 (solely for payment for milestones completed within [*****************] of such expiration), 3.3, 9.5 and 9.6 and Articles IV, V, VI, VII, VIII, X and XI.
(B) Subject to Section 4.1 hereof, and subject to the license that may be granted under Section 9.6(a), upon termination or expiration of this Agreement, Predix will retain ownership or exclusive rights to the Predix CF Technology and the inventions licensed to it by CFFT pursuant to Section 8.1 of this Agreement (including intellectual property rights).
General Effect of Termination. Each party retains any rights, entitlements or remedies it has accrued before termination.
General Effect of Termination. If Executive’s employment is terminated by either Party for any reason, nothing herein shall be deemed to excuse or release Executive from his obligations and the restrictions set forth in Paragraphs 4.6, 5.1-5.4, 5.8, and 5.9 below, and Executive’s right to the payments described in this Agreement is conditioned upon his compliance with such terms.
General Effect of Termination. 29 PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [*] DENOTES OMISSIONS. EXECUTION COPY
General Effect of Termination. In the event a Profile or Service is terminated by you for any reason (other than AdaptHealth’s permanent discontinuance of the Service), or by AdaptHealth for any of the reasons set forth in Section 5 above, no refund will be granted. In the event of termination for any reason, (i) you will have no further access to the subject Profile (including any Service or Content) and (ii) you will immediately cease any use of the Content (including any Content that you were permitted to download). Any delinquent or unpaid Profile with unresolved disputes must be settled before AdaptHealth may allow you to register again.
General Effect of Termination. In addition to any other rights or obligations upon termination specified in this Restated Agreement:
(A) In the event of termination of this Restated Agreement for any reason, all rights and licenses granted to Marinus hereunder shall terminate and Marinus shall cease all activities licensed in this Restated Agreement. In the event of expiration of the Term of this Restated Agreement, the licenses granted for Purdue Know-How and the sublicenses granted for University Know-How shall become perpetual and fully paid-up.
(B) Termination or expiration of this Restated Agreement for any reason shall not affect the accrued rights of Purdue or Marinus arising in any way out of the Original Agreement or this Restated Agreement and shall not release either Marinus or Purdue from any liability which, at the time of such termination or expiration, has already accrued to Purdue or Marinus, as applicable, or which is attributable to a period prior to such termination or expiration, nor preclude Purdue or Marinus, as applicable, from pursuing any rights and remedies it may have hereunder or at law or in equity which accrued or are based upon any event occurring prior to such termination or expiration.
