Common use of Obligations Upon Termination or Expiration Clause in Contracts

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. On termination or Upon expiration of this Agreement by either party for any reason: (a) All or upon termination of Franchisee's rights hereunder, all rights granted by EndoSonics hereunder to Distributor Franchisee shall forthwith terminate, and; 15.1. Franchisee shall immediately cease to operate the Franchised Business, and shall not thereafter, directly or indirectly, represent to the public or hold itself out as a present or former franchisee of Franchisor. 15.2. Franchisee shall immediately and permanently cease to use, in any manner whatsoever, any confidential methods, procedures and techniques associated with the System, the Proprietary Marks, "WENDY'S" and "WENDY'S OLD FASHIONED HAMBURGERS," and all other Proprietary Marks and distinctive forms, slogans, signs, symbols, and devices associated with the System. In particular, Franchisee shall cease immediatelyto use, except that EndoSonicswithout limitation, all signs, advertising materials, displays, stationery, forms, and any other articles which display the Proprietary Marks. 15.3. Franchisee shall take such action as may be necessary to cancel any of its assumed names or equivalent registrations which contain the Proprietary Marks "WENDY'S" and "WENDY'S OLD FASHIONED HAMBURGERS" or any other service xxxx or trademark of Franchisor, and Franchisee shall furnish Franchisor with evidence satisfactory to Franchisor of compliance with this obligation within five (5) days after expiration of this Agreement, or termination of Franchisee's rights hereunder. 15.4. Franchisee shall, at its sole discretionFranchisor's option, may permit Distributor assign to sell Franchisor any Products for interest which it Franchisee has paid full list price for a period of three (3) months following such termination in any lease or expiration, sublease for the sole purpose of depleting its inventory of ProductsRestaurant or the Restaurant premises ("Premises") at fair market value (if the lease or sublease has a positive market value as further described in Section 15.4.B). If Distributor has not sold its remaining inventory of Products at In the end of said three-month periodevent Franchisee owns the fee interest in the Restaurant or Premises, EndoSonics, at its sole discretion, may extend Franchisor shall also have the option to purchase Franchisee's fee interest in 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 Restaurant and/or Premises at fair market value, provided that none . Franchisee shall immediately upon termination provide Franchisor with such information as may be necessary to enable Franchisor to evaluate such option. The terms of the remaining inventory being purchased by EndoSonics such option(s) shall have been used, removed from its original packaging or carry an expired sterilization date; (b) Provided that the Agreement is not terminated be 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.follows:

Obligations Upon Termination or Expiration. On Upon termination or expiration of this Agreement by either party for any reason, all rights of Franchisee under this Agreement will immediately terminate and Franchisee will have the following duties which will survive termination of this Agreement: (a) All rights granted Franchisee will promptly pay to Franchisor and its affiliates all sums due under this Agreement and any other agreements, including, without limitation, all damages, costs, expenses, and reasonable attorneys' fees incurred by EndoSonics to Distributor shall cease immediatelyFranchisor by reason of default on the part of Franchisee, 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 whether or not the expenses occur before or after the termination or expiration, for the sole purpose expiration 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 datethis Agreement; (b) Provided that Franchisee will immediately cease to operate the Agreement is not terminated as a result Franchised Restaurant and use of Distributor's breachthe Proprietary Marks, EndoSonics shall fulfill any unexecuted orders placed by the Distributor prior to such termination or expiration subject to advance paymentAnimated Entertainment, the System, and provided that Distributor shows official written documentation of pending orders from its customersthe Operational Policies in any manner including any advertising, equipment, format, confidential methods, procedures and techniques associated with the Franchised Restaurant, the Proprietary Marks, the Animated Entertainment, the System, and the Operational Policies; (c) Distributor Franchisee shall promptly pay immediately return all outstanding invoicesmanuals, if anyincluding the Operational Policies, records, files, instructions, correspondence, all materials related to operating the Franchised Restaurant, and shall retain no copy or record of any of the foregoing, excepting only Franchisee's copy of this Agreement and of any correspondence between the parties, and any other documents which Franchisee and Franchisee's Principals reasonably need for Products shipped by EndoSonics prior to such termination or expirationcompliance with any provision of law; (d) Distributor shall forthwith return Franchisee will immediately cease to EndoSonics use in any manner whatsoever, any Proprietary Marks and distinctive trade dress, forms, slogans, signs, symbols, devices, or otherwise dispose of as EndoSonics may direct, all promotional literature, manuals, catalogues, instruction sheets, diagrams and other typed or printed matter relating to animated character costumes associated with the Products or to the business of EndoSonics and all copies thereof in the possession or under the control of the DistributorSystem; (e) Distributor Franchisee shall not claim, nor have the right take such action as may be necessary to claim cancel any compensation assumed name or indemnity whatsoever for surrendering the representation equivalent registration which contains any of the ProductsProprietary Marks, and Franchisee and Franchisee's Principals shall furnish Franchisor with evidence satisfactory to Franchisor of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement; and (f) Franchisee and Franchisee's Principals shall make such modifications or alterations to the customers Franchised Restaurant premises and contents operated hereunder immediately upon termination or expiration of this Agreement as may be necessary to prevent the goodwill it has acquired for the Products operation of any business thereon by Franchisee, Franchisee's Principals, or for any other others after expiration or similar reason, regardless of which party terminates the Agreement or for what reasonstermination.