Obligations in the Event of Termination Sample Clauses

Obligations in the Event of Termination. 18.2.1 In the event of Termination, BUYER may require SUPPLIER to promptly transfer and assign title and immediately deliver to BUYER any completed Products, WIP, Components, BUYER Tools, BUYER’s Intellectual Property, BUYER’s confidential information and other items that SUPPLIER has produced or acquired for the performance of the canceled portions of the order and for which BUYER has paid. 18.2.2 Supplier will return all BUYER Confidential Information, BUYER Data and other information received from BUYER that pertains to the Products or services described herein upon BUYER’s request. Any Confidential Information, BUYER Data or which cannot be returned must be destroyed and so certified by SUPPLIER. 18.2.3 Unless otherwise agreed to in advance and in writing SUPPLIER hereby grants and agrees to grant BUYER a worldwide, non-exclusive, irrevocable, perpetual license to use any SUPPLIER Technology necessary for the, manufacture, production, marketing and sales of any of the BUYER designed Products; provided, however, BUYER covenants not to exercise such license until the effective date of termination of this Agreement or upon delivery to BUYER of the BUYER Properties, whichever is earlier. BUYER agrees to pay a reasonable royalty or license fees for the license of the applicable SUPPLIER Technology. The parties will only negotiate the amount of the royalty or license fees for such license. The parties shall negotiate such royalties or fees in good faith promptly upon termination of this Agreement; provided that SUPPLIER will offer to BUYER a fee for such license that is no higher than that offered to any other customer of SUPPLIER for comparable technology and in no case will this fee exceed one percent (1%) of the total cost of producing the Products that use SUPPLIER Technology based upon the pricing model in Exhibit C. 18.2.4 SUPPLIER will immediately cease the use of all of the BUYER Technology and BUYER Properties, except that upon the termination of this Agreement for any reason, SUPPLIER will complete the production of any Products of which SUPPLIER has accepted a Build Plan as of the effective date of such termination and deliver such completed Products to BUYER within twenty (20) days of the effective date of such termination; 18.2.5 SUPPLIER shall promptly provide all Loaned Materials to BUYER. To the extent that BUYER has exercised its option to purchase Necessary Equipment upon termination of this Agreement, BUYER agrees to pay a reasonable one-t...
Sample 1
AutoNDA by SimpleDocs
Obligations in the Event of Termination a. In the event that this Agreement is terminated by Hansen prior to the expiration ox xxx Term or the Renewal Term in accordance with the terms hereof, then Hansen shall have the right, bux xxx the obligation, to purchase and/or assume the lease of all (but not less than all) equipment used by USCM at the Facility for the purposes of repacking and handling of Hansen product. In the event txxx XXCM owns equipment subject to purchase by Hansen in accordance herewith, xxx xxrchase price therefor shall be as mutually agreed to between the parties; provided, however, that if they do not agree, then the purchase price shall be determined by appraisal by Rabin Brothers Company. Hansen xxx xssume a lease for eqxxxxxxt subject to acquisition by Hansen hereunder by assuming alx xxxxent obligations thereunder and indemnifying USCM for any claim of the lessor of such equipment. b. In the event of any termination hereof, each party shall promptly return property belonging to the other.
Sample 1
Obligations in the Event of Termination. On termination, for whatever reason, of the Framework Agreement, the Customer is entitled to exercise its option to take over, in full or in part and for a proportionate fee, the work performed so far in the form of e.g. test reports, written material, data, etc. in order to complete the task, with third party assistance if applicable, see point 14.5. Termination of the Framework Agreement will not affect the validity of provisions of the Framework Agreement (concerning liability, duty of confidentiality, etc.) that are intended to remain valid after the Framework Agreement has ended. On termination, for whatever reason, of the Framework Agreement, the Laboratory must give reasonable assistance to the Customer in providing the necessary basis for the possible re- opening of a tendering procedure for the services covered by the Framework Agreement. The Laboratory must also cooperate as appropriate with any new laboratory with a view to transferring the task to the new laboratory. The Laboratory will not receive any separate remuneration for this work.
Sample 1
Obligations in the Event of Termination a. In the event that this Agreement is terminated by Xxxxxx prior to the expiration of the Term or the Renewal Term in accordance with the terms hereof, then Xxxxxx shall have the right, but not the obliga- tion, to purchase and/or assume the lease of all (but not less than all) equipment used by USCP at the Facility for the purposes of repacking and handling of Xxxxxx product. In the event that USCP owns equipment subject to purchase by Xxxxxx in accordance herewith, the purchase price therefor shall be as mutually agreed to between the parties; provided, however, that if they do not agree, then the purchase price shall be determined by appraisal by Xxxxx Brothers Company. Xxxxxx may assume a lease for equipment subject to acquisition by Xxxxxx hereunder by assuming all payment obligations thereunder and indemnifying USCP for any claim of the lessor of such equipment. b. In the event of any termination hereof, each party shall promptly return property belonging to the other.
Sample 1
Obligations in the Event of Termination. In the event that the --------------------------------------- transactions contemplated by this Agreement are not consummated, Perseus and LLC will return to the Sellers and will cause their respective representatives and Affiliates to return to the Sellers upon request, and the Sellers will return to the Buyer and will cause its representatives and Affiliates to return to the Buyer, upon request, all documents and other materials (and copies thereof) obtained from any of the other parties in connection with the transactions contemplated by this Agreement, including all Environmental Assessments Reports prepared by Buyer or received by Buyer with respect to the Sellers' and the Subsidiaries' operations and Real Estate.
Sample 1
Obligations in the Event of Termination 
Sample 1Sample 2Sample 3

Related to Obligations in the Event of Termination

  • In the Event of Termination After receipt of a notice of termination, except as otherwise directed, the AGENCY shall: a. Remit to the COUNTY, within fourteen (14) calendar days, any advanced funds paid, prorated as of the date of termination. b. Stop working under this Contract on the date of receipt and to the extent specified in the notice of termination. c. Place no further orders or subcontracts to the extent that they relate to the performance of the work, which was terminated. d. Terminate all orders and subcontracts to the extent that they relate to the performance of the work, which was terminated. e. Handle all property as directed by the COUNTY. f. Finalize all necessary up to date reports and documents required under the terms of this Agreement up to the date of termination, up to and including the final expenditure report due at the end of the Contract, if any, without reimbursement beyond that due as of the date of termination for services rendered to the termination date. g. Take any other actions as directed in writing by the COUNTY.

  • Compensation in the Event of Termination In the event that the Executive’s employment hereunder terminates prior to the expiration of this Agreement for any reason provided in Section 5 hereof, the Company shall pay the Executive, compensation and provide the Executive and the Executive’s eligible dependents with benefits as follows:

  • Duties in the Event of Termination In the event that, in connection with termination, a successor to any of USBFS’s duties or responsibilities hereunder is designated by the Trust by written notice to USBFS, USBFS will promptly, upon such termination and at the expense of the Trust, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by USBFS under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the form in which USBFS has maintained the same, the Trust shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from USBFS’s personnel in the establishment of books, records, and other data by such successor. If no such successor is designated, then such books, records and other data shall be returned to the Trust.

  • Event of Termination As soon as reasonably practicable and in any event within two (2) Business Days after any Responsible Officer of the Borrower obtains knowledge of the occurrence of each Event of Termination or Incipient Event of Termination (if such Incipient Event of Termination is continuing on the date of such notice), the statement of a Responsible Officer of the Borrower setting forth the details of such Event of Termination or Incipient Event of Termination and the action which the Borrower is taking or proposes to take with respect thereto.

  • Obligations Following Termination If a Non-Defaulting Party terminates this Agreement pursuant to this Section 13(b), then following such termination, Seller shall, at the sole cost and expense of the Defaulting Party, remove the equipment (except for mounting pads and support structures) constituting the System. The Non-Defaulting Party shall take all commercially reasonable efforts to mitigate its damages as the result of a Default Event.

  • LIABILITIES IN EVENT OF TERMINATION Except as provided in Section 7.8 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses.

  • Events of Termination Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

  • Rights of Termination 10.1 The Company may in its sole discretion terminate this agreement by written notice to the Customer if: (a) The Customer defaults in performing its obligations under this agreement and the default, if capable of being remedied, is not remedied within seven (7) days from receiving a notice specifying the default and requiring remedy; or (b) The Customer defaults in the performance of its obligations under this agreement and the default is in the Company’s reasonable opinion incapable of being remedied; or (c) The Customer commits an act of insolvency including a compromise with creditors or appoints a voluntary administrator; or if a receiver is appointed in respect of the assets of the Customer; or if an arrangement with the Customer’s creditors is made or likely to be made; or if the Customer ceases or threatens to cease carrying on business; or if the ownership or effective control of the Customer is transferred or the nature of the Customer’s business is materially altered, or the Customer is adjudicated bankrupt. 10.2 Termination of this agreement will not prejudice or affect the rights, remedies and claims and/or any liabilities of the Company. The Company shall have no liability or responsibility whatsoever to the Customer for any loss or damage of any kind which may result directly or indirectly from such termination of this agreement.

  • Termination Effect of Termination 40 8.1 Termination.........................................................40 8.2

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!