Obligations Upon Termination or Expiration. Upon termination or expiration of this License Agreement with respect to one or more of the market(s) in the Licensed Territory (the "Terminated Market(s)"), all rights granted hereunder to Licensee with respect to each Terminated Market shall forthwith terminate, and:
A. DEIDENTIFICATION
1. Licensee shall immediately cease to hold itself out as a present or former licensee of Licensor with respect to the Terminated Market(s).
2. Licensee shall immediately cease to participate in the Consumer Service Number program, any Other 800 Programs or any similar national call or customer routing program utilizing the Marks.
3. Licensee shall immediately and permanently cease to use, in any manner whatsoever, in the Terminated Market(s) any of the Marks and derivatives thereof, and all other marks and distinctive forms, slogans, signs, icons, symbols, monograms and devices associated with the Marks. Without limiting the foregoing, Licensee shall cease to use all signs, advertising materials, World Wide Web sites, displays, stationery, forms, and any other articles or clothing which display or incorporate any of the Marks or any derivatives thereof.
4. Licensee shall take such action as may be necessary to cancel in the Terminated Market(s) any trade name, fictitious name or equivalent registration which contains any of the Marks or any other service xxxx or trademark of Licensor, and Licensee shall furnish Licensor with proof of compliance with this obligation within thirty (30) days after termination or expiration of this License Agreement with respect to the Terminated Market(s).
5. Licensee agrees, in the event it continues to operate a business in the Terminated Market(s), not to use any reproduction, counterfeit, copy, or colorable imitation of the Marks or derivatives thereof, either in connection with such other business or the promotion thereof, which is likely to cause confusion, mistake, or deception, or which is likely to dilute Licensor's rights in and to the Marks or derivatives thereof. Further, Licensee agrees not to utilize any designation of origin or description or representation which falsely suggests or represents an association or connection with Licensor or any of the Marks or derivatives thereof in the Terminated Market(s).
6. Licensee shall immediately notify and cause its dealers, agents, retailers and Affiliates that are using the Marks in the Terminated Market(s) to immediately cease all use of the Marks and participation in the Consumer S...
Obligations Upon Termination or Expiration. Upon termination or expiration of this Agreement, all rights granted hereunder shall forthwith terminate, and:
Obligations Upon Termination or Expiration. On termination or expiration of this Agreement by either party for any reason:
(a) All rights granted by EndoSonics to Distributor shall cease immediately, except that EndoSonics, at its sole discretion, may permit Distributor to sell any Products for which it has paid full list price for a period of three (3) months following such termination or expiration, for the sole purpose of depleting its inventory of Products. If Distributor has not sold its remaining inventory of Products at the end of said three-month period, EndoSonics, at its sole discretion, may extend such three month period for an additional three months. If EndoSonics refuses to extend such three month period, EndoSonics shall purchase all of Distributor's remaining inventory of Products at fair market value, provided that none of the remaining inventory being purchased by EndoSonics shall have been used, removed from its original packaging or carry an expired sterilization date;
(b) Provided that the Agreement is not terminated as a result of Distributor's breach, EndoSonics shall fulfill any unexecuted orders placed by the Distributor prior to such termination or expiration subject to advance payment, and provided that Distributor shows official written documentation of pending orders from its customers;
(c) Distributor shall promptly pay all outstanding invoices, if any, for Products shipped by EndoSonics prior to such termination or expiration;
(d) Distributor shall forthwith return to EndoSonics or otherwise dispose of as EndoSonics may direct, all promotional literature, manuals, catalogues, instruction sheets, diagrams and other typed or printed matter relating to the Products or to the business of EndoSonics and all copies thereof in the possession or under the control of the Distributor;
(e) Distributor shall not claim, nor have the right to claim any compensation or indemnity whatsoever for surrendering the representation of the Products, the customers or the goodwill it has acquired for the Products or for any other or similar reason, regardless of which party terminates the Agreement or for what reasons.
Obligations Upon Termination or Expiration. Upon termination or expiration of this Agreement, all rights granted hereunder to Master Franchisee shall forthwith terminate and:
14.1 Master Franchisee shall immediately cease to operate the business licensed hereunder and shall not thereafter, directly or indirectly, represent to the public or hold itself out as a present or former Master Franchisee of Power Smoothie.
14.2 Master Franchisee shall immediately and permanently cease to use, in any manner whatsoever, any confidential methods, procedures, and techniques associated with the System, the Trademarks, and all other Trademarks and distinctive forms, slogans, signs, symbols, and devices associated with the System. Power Smoothie Café Franchising, Inc.
14.3 Master Franchisee shall promptly take such action as may be necessary to cancel any assumed name or equivalent registration which contains the Trademarks, and any registered user agreements requested by Power Smoothie, and Master Franchisee shall furnish Power Smoothie with evidence satisfactory to Power Smoothie of compliance with this obligation within thirty (30) days after termination or expiration hereof.
14.4 Upon termination herein. all of Master Franchisee’s right, title and interest in all Franchise Agreements or any other agreement executed with Subfranchisees or otherwise associated with the operation of the Territory (including all development agreements in the Territory and the Franchised Restaurants) shall automatically and immediately be assigned to Power Smoothie without further formalities. Master Franchisee shall promptly execute any and all documents required in connection therewith as reasonably requested by Power Smoothie; however failure of Master Franchisee to so execute the necessary documentation shall not negate Power Smoothie’s full rights of assignment hereto.
14.5 Master Franchisee agrees, in the event it continues to operate or subsequently begins to operate any other business, not to use any reproduction, counterfeit, copy, or colorable imitation of the Trademarks, either in connection with such other business or the promotion thereof and further agrees not to use any designation of origin, description, representation, trademarks or trade name which suggests or represents a past or present association or connection with Power Smoothie, the System, or the Trademarks.
14.6 Master Franchisee shall promptly pay all sums owing to Power Smoothie, its affiliates, suppliers, and vendors. In the event of termination for any ...
Obligations Upon Termination or Expiration. The termination of this Agreement will not relieve either party from any obligation that accrues pursuant to this Agreement before the effective date of the termination nor will it release the parties from any obligation that may have been incurred as a result of operations conducted under this Agreement.
Obligations Upon Termination or Expiration. Promptly after the expiration or termination of this Agreement, each receiving party shall return or, with the consent of the disclosing party, destroy all of the disclosing party's Confidential Information, including any third party Confidential Information in the hands of either party, except for (i) archive and backup copies that are not readily accessible for use, and (ii) business records required by law to be retained by the receiving party.
Obligations Upon Termination or Expiration. Upon termination or expiration of this Agreement, (a) each party shall comply with the provisions of Section 5.4, and (b) DPT shall (i) deliver to COMPANY all finished Product in DPTs possession that COMPANY has paid for, (ii) return to COMPANY or COMPANY’S designee, as requested by COMPANY in writing, all Materials and **** Certain confidential information contained in this document, marked with four asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Product intermediates in its possession and (iii) arrange for the delivery to COMPANY or its designee of any Equipment in its possession. Costs of freight and insurance for those activities described in subsections (b)(ii) and (b)(iii) shall be borne by COMPANY.
Obligations Upon Termination or Expiration. Upon the expiration or termination of this Agreement, for any reason, Licensee shall:
(a) promptly return to Licensor all material furnished by Licensor containing proprietary or confidential information, operating instructions, business practices, or methods or procedures, including, without limitation, the Operations Manual;
(b) discontinue all use of the Marks, including at the Licensee Site, and the use of any and all signs, products, paper goods and other items bearing the Marks. Any signs containing the Marks that Licensee is unable to remove within one (1) day of the termination or expiration of this Agreement shall be completely covered by Licensee until the time of their removal, which shall be in any event within ten (10) days following the expiration or termination of this Agreement;
(c) if Licensee retains possession of the Licensee Site, at Licensee’s expense, make such reasonable modifications to the exterior and interior décor of the Restaurant and the Licensee Site as Licensor reasonably requires to eliminate its identification as a Bad Daddy’s Restaurant. If Licensee fails to modify the exterior and interior décor of the Restaurant and the Licensee Site as Licensor reasonably requires to eliminate its identification as a Bad Daddy’s Restaurant, Licensor may take such action to modify the exterior and interior décor of the Restaurant and the Licensee Site and charge Licensee for the cost of such action. Licensee shall immediately pay Licensor for the cost of any action taken by Licensor to modify the exterior and interior décor of the Restaurant and the Licensee Site;
(d) refrain from operating or doing business under any name or in any manner that may give the general public the impression that this Agreement is still in force or that Licensee is connected in any way with Licensor or that Licensee has the right to use the Bad Daddy’s System or the Marks; 22 0000000x0
(e) refrain from making use of or availing itself to any of the proprietary or confidential information, Operations Manual or other information received from Licensor or disclosing or revealing any of the same in violation of this Agreement;
(f) take such action as may be required to cancel all assumed names or equivalent registrations relating to the use of any Xxxx;
(g) assign to Licensor or its designee all of Licensee’s rights, title, and interest in and to the telephone numbers, telephone directory listings and advertisements, website URLs (whether acquired by Licensee in...
Obligations Upon Termination or Expiration. Upon any ------------------------------------------ termination of this Agreement: (i) LEXAR shall promptly pay SONY any unpaid amount payable under this Agreement; and (ii) within thirty (30) calendar days after the termination and at the request of the other party, LEXAR and SONY shall return or destroy all copies of the Confidential Information of the other party and shall have an officer certify in writing that the party has complied with this obligation, provided, however, that each party shall have the right to retain a reasonable number of copies of the Confidential Information for purposes of verifying its legal rights and obligations hereunder and for the support and maintenance of Licensed Memory Sticks with respect to which all applicable royalties have been paid.
Obligations Upon Termination or Expiration. Our right to audit and your obligation to cooperate with any audit does not end with the termination or expiration of this Agreement or the transfer or sale of the Franchised Business, but continues for the period for which records must be maintained in paragraph 15.3.
