Obligations on Termination Sample Clauses
The "Obligations on Termination" clause defines the responsibilities and actions that each party must fulfill when a contract ends, whether by expiration or early termination. Typically, this clause outlines requirements such as returning confidential information, settling outstanding payments, or ceasing use of intellectual property. Its core function is to ensure a clear and orderly conclusion to the contractual relationship, minimizing disputes and protecting the interests of both parties after the agreement ends.
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Obligations on Termination. If this Agreement expires or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon may have in the event of default by the Client or Client may have in the event of default by Patheon):
(a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client shall take delivery of and pay for all undelivered Drug Product that are manufactured and/or packaged pursuant to a Firm Order, at the price in effect at the time the Firm Order was placed;
(b) the Client shall purchase, at Patheon’s cost (including all costs incurred by Patheon in connection with the purchase and handling of such Inventory), the Inventory applicable to the Drug Product which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or in accordance with Section 5.3 prior to notice of termination being given;
(c) the Client shall satisfy the purchase price payable pursuant to Patheon’s orders with suppliers of Components, provided such orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.3; and
(d) Patheon shall return to the Client all unused Granulations (with shipping and related expenses, if any, to be borne by the Client). Any termination or expiration of this Agreement shall not affect any outstanding obligations or payments due hereunder prior to such termination or expiration, nor shall it prejudice any other remedies that the parties may have under this Agreement. For greater certainty, termination of this Agreement for any reason shall not affect the obligations and responsibilities of the parties pursuant to Articles 10 and 11 and Sections 13.1, 13.2, 13.3 and 13.15, all of which survive any termination.
Obligations on Termination. Unless otherwise directed by ▇▇▇▇▇, upon completion of this Order or after receipt of a notice of termination of this Order for any reason, Seller shall immediately: (a) stop work as directed in the notice; (b) place no further subcontracts or purchase orders for materials, services or facilities hereunder, except as necessary to complete any continued portion of this Order; and
Obligations on Termination. Unless otherwise directed by ▇▇▇▇▇, upon completion of an Order or after receipt of a notice of termination of an Order for any reason, Seller shall immediately: (a) stop work as directed in the notice; (b) place no further subcontracts or purchase orders for materials, services or facilities hereunder, except as necessary to complete any continued portion of an Order; and (c) terminate all subcontracts to the extent they relate to work terminated. Promptly after termination of this Order and unless otherwise directed by ▇▇▇▇▇, Seller shall deliver to Buyer all completed work, work in process, including all designs, drawings, specifications, other documentation and material required or produced in connection with such work and all of Buyer’s Confidential Information as defined in Section 15.
Obligations on Termination. (a) If a Product Agreement is completed, expires, is terminated by Patheon in accordance with Section 8.2(a), (b) or (e), or is terminated by Client in accordance with Section 8.2(c), 8.2(d) or 8.2(f), in whole or in part for any reason, then:
(i) Client will take delivery of and pay for all undelivered Products that are manufactured and/or packaged in accordance with this Agreement under a Firm Order, at the Price in effect at the time the Firm Order was placed;
(ii) Client will purchase, at Patheon's cost (including all third party costs incurred by Patheon for the purchase and handling of the Inventory), the Inventory applicable to the Products which was purchased, maintained or produced by Patheon in contemplation of filling Firm Orders or in accordance with Section 5.2;
(iii) Client will satisfy the purchase price payable under Patheon's orders with suppliers of Components, if the orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.2;
(iv) Client acknowledges that no Patheon Competitor will be permitted access to the Manufacturing Site; and
(v) Client will make commercially reasonable efforts, at its own expense, to remove from Patheon site(s), within [***] days, all unused Active Material and Client-Supplied Components, all applicable Inventory and Materials (whether current or obsolete), supplies, undelivered Product, chattels, equipment or other moveable property owned by Client, related to the Agreement and located at a Patheon site or that is otherwise under Patheon’s care and control (“Client Property”). If Client fails to remove Client Property within [***] days following the completion, termination, or expiration of the Product Agreement, Client will pay Patheon [***] for storing Client Property and will assume any third party storage charges invoiced to Patheon regarding Client Property. Patheon will invoice Client for the storage charges as set forth in Section 5.5 of this Agreement. If Client asks Patheon to destroy any Client Property, Client will be responsible for the cost of destruction.
(b) If a Product Agreement is terminated by Client in accordance with Section 8.2(a) because Patheon has delivered Product that does not conform to the Specifications, cGMPs or Applicable Laws, then (i) Section 8.3(a)(i) shall apply but only to the extent that the Product conforms to the Specifications, cGMPs or Applicable Laws, (ii) Section 8.3(a)(iv) shall apply, and (iii) Section 8.4(a)(v) shall apply but only with ...
Obligations on Termination. On termination of this Agreement, Distributor shall cease to be an authorized distributor of Manufacturer and:
A. All amounts owing by Distributor to Manufacturer shall, notwithstanding prior terms of sale, become immediately due and payable;
B. All unshipped orders shall be cancelled without liability of either party to the other;
C. Distributor will resell and deliver to Manufacturer on demand, free and clear of liens and encumbrances, such of Manufacturer's Products and materials bearing Manufacturer's name as Manufacturer shall elect to repurchase, at a mutually agree price, but not in excess of Manufacturer's current price to distributors for such products and materials, provided that Manufacturer shall not be obligated to pay Distributor for any item originally provided free of charge; and
D. Neither party shall be liable to the other because of such termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales, or on account of expenditures, investments, lease or commitments in connection with the business or goodwill of Manufacturer or Distributor or for any other reason whatsoever growing out of such termination.
Obligations on Termination. 28.1 On termination of the Employment (however arising) or, if earlier, at the start of a period of Garden Leave, the Executive shall:
28.1.1 resign immediately without compensation from any directorship, office, membership or trusteeship that he holds in or on any Group Company’s behalf. For the avoidance of doubt, such resignations shall be without prejudice to any claims the Executive may have against the Company or any Group Company arising out of the termination of the Employment;
28.1.2 transfer without payment to the Company or as it may direct any shares or other securities held by the Executive in any Group Company as any Group Company’s nominee or trustee and deliver to the Company the related certificates;
28.1.3 subject to clause 28.2, immediately deliver to the Company all documents, books, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to any Group Company’s business or affairs or its business contacts, any keys, credit card and any other property of any Group Company including any car provided to the Executive, which is in his possession or under his control; and
28.1.4 irretrievably delete any information relating to any Group Company’s business stored on any magnetic or optical disk or memory and all matter derived from such sources which is in the Executive’s possession or under his control outside the Company’s premises.
28.2 Where the Executive has been placed on Garden Leave, he shall not be required by clause 28.1 to return any property provided to him as a contractual benefit for use during the Employment until such time as the Company reasonably requests that he does so.
28.3 The Executive hereby irrevocably appoints the Company to be his attorney to execute and do any such instrument or thing and generally to use his name for the purpose of giving the Company or its nominee the full benefit of clause 28.1.1 and clause 28.1.2.
28.4 On termination of the Employment or any office that the Executive holds with any Group Company howsoever arising the Executive shall not have any claim for breach of contract in respect of the loss of any rights or benefits under any share option, bonus, long-term incentive plan or other profit sharing scheme operated by the Company or by any Group Company in which he may participate which result from such termination and would otherwise have accrued during the period of notice to which the Executive is entitled under this agreement or otherwis...
Obligations on Termination. On termination of this Agreement, Sub Distributor shall cease to be an authorized Sub Distributor. All amounts owing by Sub Distributor to Distributor shall, notwithstanding prior terms of sale, become immediately due and payable;
16.1.1. All unshipped orders shall be cancelled without liability of either party to the other;
16.1.2. Sub Distributor will resell and deliver to Distributor on demand, free and clear of liens and encumbrances, such of Distributor’s Products and materials bearing Distributors name as Distributor shall elect to repurchase, at a mutually agree price, but not in excess of Distributor’s current price to distributors for such products and materials, provided that Distributor shall not be obligated to pay Sub Distributor for any item originally provided free of charge;
16.1.3. Neither party shall be liable to the other because of such termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales, or on account of expenditures, investments, lease or commitments in connection with the business or goodwill of Distributor or for any other reason whatsoever growing out of such termination.
16.1.4. In sum, both parties acknowledge that termination of this Agreement at some point is highly probable and should be treated in the ordinary course of business with both parties exerting their best efforts to end the relationship amicably.
Obligations on Termination. (a) Any terms of this Agreement which by their nature extend beyond the day this Agreement ends remain in effect until fulfilled, in particular any terms protecting Confidential Information and the Intellectual Property Rights of SAP and its Affiliates, and apply to respective successors and assignees.
(b) Upon termination or expiration of this Agreement for any reason:
(i) Partner shall immediately cease marketing, distributing or licensing the Licensor Materials to any third party, including renewing any subscription based license agreements with existing customers;
(ii) Partner shall immediately cease (a) use of all Licensor Materials and Confidential Information, and (b) to identify itself as an authorized Partner for Licensor or otherwise affiliated in any manner with Licensor;
(iii) Partner may use its Test and Demonstration licenses of the Software to provide support to its End Users and for archival purposes subject to Partner continuing compliance with the terms of the Agreement;
(iv) any fees previously paid by Partner are non-refundable;
(v) any paid-up perpetual license to the Software previously granted to an End User on an on-premise basis shall survive according to the terms of such license; and
(vi) Partner may request to receive, and Licensor may agree to provide for a limited time, support and/or maintenance services for the Software after the termination of this Agreement upon mutual agreement in writing.
Obligations on Termination. On termination of the services for any reason, you will return the confidential information and all copies of it to us or as we otherwise reasonably direct. if you have destroyed all copies, or any of them, you will give us a written declaration to that effect upon our demand following termination of the services.
Obligations on Termination. In the event that this Agreement expires or is terminated in accordance with the terms hereof, MEC shall (or shall cause its applicable Affiliate to) immediately provide written notice of termination of all of its and its Affiliates’ KO Distribution Agreements with KO Distributors pursuant to and in accordance with the terms thereof, with such termination to be effective no later than twelve (12) months after such expiration or termination of this Agreement (except in the event of termination (i) for an MEC Change of Control that involves Person/s that is/are a KO Competitor, in which event such termination shall be effective no later than three (3) months after such termination of this Agreement, or (ii) for KO’s material breach pursuant to Section 12.1 or 12.4.1, in which event such termination shall be effective no later than two (2) years after such termination of this Agreement; provided that MEC shall use good faith efforts to terminate such agreements as soon as reasonably practicable, provided further that MEC may, in its sole and absolute discretion, from time to time during such two (2) year period, specify a shorter period with respect to individual territories, regions or states, as MEC determines from time to time in its sole and absolute discretion in compliance with any KO Distribution Agreement in effect at that time), unless (i) the Parties agree otherwise in writing, (ii) the applicable KO Distribution Agreement is not terminable upon such occurrence or otherwise for convenience pursuant to its terms (provided that in such event MEC shall not, and shall cause its Affiliates to not, renew or otherwise extend any such KO Distribution Agreement), or (iii) this Agreement is terminated by KO pursuant to Section 12.1 or 12.4.2 and KO provides written notice to MEC within thirty (30) days of the effective termination of this Agreement identifying any KO Distribution Agreements with KO Distributors that should not be so terminated (and, in such event, such identified KO Distribution Agreements shall not be terminated by MEC or its Affiliates due to the termination of this Agreement)). Notwithstanding anything to the contrary contained in this Section 17, neither MEC nor its applicable Affiliates shall be obligated to provide notice of termination if such termination (x) is not expressly authorized under the applicable KO Distribution Agreement and/or, (y) solely in the event that this Agreement is terminated by MEC pursuant to Section 12.1 or 12....
