General Effects. In any event, termination of this Termination Agreement shall not relieve the Parties of any liability which accrued hereunder prior to the effective date of such termination nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Termination Agreement nor prejudice either Party’s right to obtain performance of any obligation.
General Effects. (a) All solicitations, marketing and advertising of the Program, other than acceptance of applications through NMG Channels in the ordinary course of business consistent with past practice, shall cease upon the expiration or termination of this Agreement, except as the Parties may otherwise mutually agree, provided that the Parties shall continue to operate the Program in accordance with the terms of this Agreement and service the Accounts in good faith and in the ordinary course of their respective businesses, subject to the terms of this Agreement, until the provisions of Section 17.2 are satisfied. The Parties shall cooperate to ensure the orderly wind-down or transfer of the Program.
(b) Upon the satisfaction of the provisions of Section 17.2, all obligations of the Parties under this Agreement shall cease, except that the provisions specified in Section 19.26 shall survive.
General Effects. It is agreed that any general conditions presently in force, but that are not specifically mentioned in this Agreement, shall continue in full force and effect for the duration of this Agreement.
General Effects. Except where explicitly provided within this Agreement, expiration or termination of this Agreement or any Exclusive License, as applicable, for any reason, will not affect any obligations, including payment of any royalties or other sums which have accrued as of the date of termination or expiration. Notwithstanding the foregoing, but subject to Section 11.5.2.2(b) and Section 11.5.4, upon expiration or termination of this Agreement in its entirety, all licenses granted by either Party to the other Party hereunder, including all Exclusive Licenses, and all sublicenses granted by either Party thereunder, will immediately terminate; provided, that in the event of a termination with respect to one Exclusive License, only such Exclusive License will terminate.
General Effects. Following the effective date of termination of this Agreement by a Party, Jazz will not be responsible for the payment of any milestones under this Agreement other than those that were accrued prior to the effective date of termination. Except as needed in order to permit the Manufacturing and sell-off activities set forth in Section 13.5.1 or as otherwise specified in this Section 13.5, and except for the (sub)license granted by Jazz to Codiak pursuant to Section 3.4.2(b), upon termination of this Agreement in its entirety, all licenses granted by either Party to the other Party hereunder (and then in effect) will immediately terminate.
General Effects. (a) Upon the expiration or any termination of this Agreement, the parties shall have any rights or remedies available to such party under this Agreement or in law or at equity. Upon such expiration or termination, all obligations of the parties under this Agreement shall cease, except that the provisions specified in Section 15.16 shall survive.
(b) All solicitations, marketing and advertising of the Program, other than acceptance of applications through Retailer Channels in the ordinary course of business consistent with past practice, shall cease either upon notice to Bank from Retailer of Retailer’s intent not to purchase the Accounts following termination of this Agreement by either party or the failure of Retailer to exercise its Purchase Option prior to the expiration of the time period in which Retailer may provide an Exercise Notice to Bank as set forth in Schedule 11.2, except as the parties may otherwise mutually agree. The parties shall continue to operate the Program and service the Accounts in good faith and in the ordinary course of their respective businesses, subject to the terms of this Agreement, including Schedules 11.2, 11.3, and 11.4, and Bank shall continue to market and advertise the Program following termination of this Agreement by either party until the later of the (i) Closing Date if Retailer provides an Exercise Notice to Bank or (ii) date upon which Retailer notifies Bank of Retailer’s intent not to purchase the Accounts or the last date upon which Retailer may exercise its Purchase Option as set forth in Schedule 11.2 if Retailer has failed to provide an Exercise Notice to Bank subject in all cases to Bank’s rights under this Agreement with respect to Bank Matters. The parties shall cooperate to ensure the orderly wind-down or transition of the Program.
(c) Except as set forth in Schedule 7.18, the expiration or any termination of this Agreement shall apply to both the PLCC Program and the Co-Brand Program and neither Bank nor Retailer shall have the right to terminate the PLCC Program or the Co-Brand Program separately.
General Effects. (a) Upon any termination of this Agreement, the parties shall have any rights or remedies available to such party under this Agreement or in law or at equity. Upon such termination, all obligations of the parties under this Agreement shall cease, except that the provisions specified in Section 15.16 shall survive.
(b) All solicitations, marketing and advertising of the Program, other than acceptance of applications through Retailer Channels in the ordinary course of business consistent with past practice, shall cease either upon notice to Bank from Retailer of Retailer’s intent not to purchase the Accounts following termination of this Agreement by either party or the failure of Retailer to make an election to purchase the Accounts prior to the expiration of the time period in which Retailer may provide notice to Bank of such election as set forth in Schedule 11.2, except as the parties may mutually agree upon. The parties shall continue to operate the Program and service the Accounts in good faith and in the ordinary course of their respective businesses, subject to the terms of this Agreement, until the provisions of Schedules 11.2, 11.3 and 11.4 are satisfied. The parties shall cooperate to ensure the orderly wind-down or transition of the Program.
(c) Except as set forth in Schedule 7.18, any termination of this Agreement shall apply to both the PLCC Program and the Co-Brand Program and neither Bank nor Retailer shall have the right to terminate the PLCC Program or the Co-Brand Program separately.
General Effects. Except where explicitly provided within this Agreement, expiration or termination of this Agreement for any reason, will not affect (a) any obligations, including payment of any royalties or other sums which have accrued as of the date of termination or expiration, or (b) Licensee’s ability to sell any existing inventory of Licensed Products (if applicable) for a period of up to [***] months following termination, subject to Licensee’s obligation to make corresponding payments with respect to any such sales pursuant to Article 8.
General Effects. At and after the Effective Time, the Merger will have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of the Company and the Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and the Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
General Effects. Except where explicitly provided within this Agreement, expiration or termination of this Agreement in its entirety or with respect to any Takeda Target, as applicable for any reason, will not affect any obligations, including payment of any royalties or other sums which have accrued as of the date of termination or expiration. Notwithstanding the foregoing, but subject to Section 11.1, upon expiration or termination of this Agreement, MTEM’s obligations pursuant to Section 3.10 will [***] terminate (a) with respect to a Takeda Target having been terminated, and (b) in full if this Agreement is terminated in its entirety. Following the delivery of a notice of termination of this Agreement in its entirety by a Party, Takeda shall not be responsible for the payment of any future milestones under this Agreement other than those that were due prior to the delivery of the notice of termination. Except as needed in order to permit the sell-off activities set forth in Section 11.5.2, upon expiration or termination of this Agreement in its entirety, all licenses granted by either Party to the other Party hereunder (other than pursuant to Section 3.2), including all Research Licenses and Exclusive Licenses, and all sublicenses granted by either Party thereunder, will [***] terminate. In the event of a termination with respect to only one Takeda Target, only the licenses to the extent relating to such Takeda Target shall terminate. For clarity, the Program with respect to the terminated Targets shall terminate effective upon receipt of notice of termination. Upon expiration or termination of this Agreement in its entirety or with respect to only one Takeda Target, the Parties will agree upon and implement a plan for the orderly transition or winding down of any in-process Regulatory Filings or Clinical Trials in a manner consistent with Applicable Laws and standards of ethical conduct of human clinical trials.
