OPTION PERIOD RIGHTS AND OBLIGATIONS Sample Clauses

OPTION PERIOD RIGHTS AND OBLIGATIONS. 4.1 Optionee's Right of Entry.............................................15 4.2 Optionee's Obligations................................................15 4.3 Emergency Expenditures................................................16
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OPTION PERIOD RIGHTS AND OBLIGATIONS. (a) During the Option Period: (xlix) Yukon Gold shall perform and file assessment work necessary to maintain, and otherwise keep the Property in good standing, provided however, that Yukon Gold shall file all drilling and other qualified expenditures for assessment work credit even if not necessary to keep the Property in good standing; (l) Yukon Gold shall be entitled to all income and other tax deductions, allowances and credits, and to all incentive grants or other benefits available pursuant to exploration incentive programs or similar programs, insofar as such work, deductions, allowances, credits, grants and benefits relate to the Property; (li) Yukon Gold shall have the exclusive right to conduct exploration and development work on the Property with the right to remove mineral samples therefrom, including bulk mineral samples, for the purpose of assays and tests provided that any excess revenue from the disposition of such samples shall be shared by Hinton as to 25% and Yukon Gold as xx 00%; (lii)Yukon Gold shall have the right to erect, bring and install all such buildings, machinery, equipment and supplies on the Property as Yukon Gold shall deem necessary and proper; and (liii) all work done by Yukon Gold on the Property shall be done in accordance with good mining practice and in compliance with the applicable laws of the Yukon Territory.
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OPTION PERIOD RIGHTS AND OBLIGATIONS. (a) During the term of this Agreement: Silver Reserve shall have the exclusive right to conduct exploration and development work on the Property with the right to remove mineral samples therefrom, including bulk mineral samples, for the purpose of assays and tests. Silver Reserve shall have the right to erect, bring and install all such buildings, machinery, equipment and supplies on the Property as it shall deem necessary and proper; and all work done by Silver Reserve on the Property shall be done in accordance with good mining practice and in compliance with the applicable laws and regulations including environmental laws and regulations applicable to the Property. (b) During the term of this Agreement: Sage shall have access to the Property and to all the records of Silver Reserve, at its sole risk and expense, to review work being carried out on the Property or to review results obtained from work carried out on the Property, as the case may be, provided however, that reasonable notice is given and that such access shall not unduly interfere with or disrupt the activities of Silver Reserve; Silver Reserve shall provide Sage with copies of all reports produced from work conducted on the Property. Silver Reserve shall provide Sage with a report within 45 days following the first anniversary date of this Agreement disclosing the costs incurred in carrying out the drilling program work and a further report disclosing drilling costs that total up to $1,000,000 at such time as total drilling expenses in this amount have been incurred. (c) Silver Reserve shall indemnify and save harmless Sage from and against all suits, claims, demands, losses and expenses which they may each suffer by reason of any act or thing done or omitted to be done during the term of this Agreement by or on behalf of Silver Reserve in relation to its exploration and development operations on the Property, including any consequences arising from the non-payment of workmen and wage earners employed by it or its contractors on or in connection with the Property or suppliers of materials purchased in connection therewith. During the term of this Agreement, so long as Silver Reserve’s Option is in effect, Silver Reserve shall keep the Property free from claims for liens, charges and encumbrances and, in the event of a lien, charge or encumbrance being recorded, it will on this fact becoming known to it forthwith take proceedings to have such lien, charge or encumbrance removed as soon as p...
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OPTION PERIOD RIGHTS AND OBLIGATIONS. 5.01 The Option Earner’s Right of Entry 5.02 The Option Earner’s Obligations 5.03 The Option Grantor’s Obligations 5.04 Registered Title
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OPTION PERIOD RIGHTS AND OBLIGATIONS. Operator 14 5.2 Optionee's Right of Entry 14 5.3 Optionee’s Obligations 14 5.4 Optionors’ Obligations 15 5.5 Registered Title 16 5.6 Abandonment of Property 16 5.7 Area of Interest 16
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OPTION PERIOD RIGHTS AND OBLIGATIONS. 4.1 Optionee's Right of Entry 12 4.2 Optionor’s and Titleholder’s Obligations 13 4.3 Optionee's Obligations 13 4.4 Management Committee 14 4.5 Emergency Expenditures 14 4.6 Registered Title 14 4.7 Abandonment of Property 15
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OPTION PERIOD RIGHTS AND OBLIGATIONS. During the Option Period, as such may be extended by Omeros pursuant to Section 2.2 and Section 2.3, Omeros, Patobios and the Founders shall have the rights and shall strictly comply with their respective obligations set forth in this Article III. None of Omeros, Patobios or the Founders shall have any of the rights or obligations set forth in this Article III following the expiration of the Option Period or the termination of this Agreement in accordance with Section 9.1; provided, however, (a) that if an Exercise Notice or a Put Notice is provided within the Option Period, then the Option Period shall automatically extend until the earlier of the Closing Date and the termination of this Agreement in accordance with Section 9.1, (b) Omeros, on the one hand, and Patobios and the Founders, on the other hand, shall be liable to each other for up to a maximum amount equal to the aggregate gross proceeds paid by Omeros under this Agreement (including, without limitation, for any payments made by Omeros pursuant to Section 3.6) for any breach of any covenant to be performed by any such party pursuant to this Article III that occurred during the Option Period, except in the case of fraud or willful breach of any such covenant by such party in which case such liability shall not be so limited (provided, that for purposes of this subsection (b), if Omeros purchases the MOCA Technology pursuant to this Agreement, then the liability of Omeros, Patobios and the Founders shall instead be subject to limitations in Article VIII), and (c) nothing herein shall limit the liability of a party for its fraud or willful breach of any covenant to be performed by such party pursuant to this Article III that occurred during the Option Period. † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
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OPTION PERIOD RIGHTS AND OBLIGATIONS. (a) During the Option Period: i. Yukon Gold shall perform and file assessment work necessary to maintain, and otherwise keep the Property in good standing, provided however, that Yukon Gold shall file all drilling and other qualified expenditures for assessment work credit even if not necessary to keep the Property in good standing; ii. Yukon Gold shall be entitled to all income and other tax deductions, allowances and credits, and to all incentive grants or other benefits available pursuant to exploration incentive programs or similar programs, insofar as such work, deductions, allowances, credits, grants and benefits relate to the Property; iii. Yukon Gold shall have the exclusive right to conduct exploration and development work on the Property with the right to remove mineral samples therefrom, including bulk mineral samples, for the purpose of assays and tests provided that any revenue in excess of costs from the disposition of such samples shall be shared by Hinton as to 25% and Yukon Goxx xx to 75%; iv. Yukon Gold shall have the right to erect, bring and install all such buildings, machinery, equipment and supplies on the Property as Yukon Gold shall deem necessary and proper; and v. all work done by Yukon Gold on the Property shall be done in accordance with good mining practice and in compliance with the applicable laws of the Yukon Territory;: vi. Hinton shall have access tx xxx Property and to the records of Yukon Gold, at its sole risk and expense, to review work being carried out on the Property or to review results obtained from work carried out on the Property, as the case may be, provided however, that reasonable notice is given and that such access shall not unduly interfere with or disrupt the activities of Yukon Gold;
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OPTION PERIOD RIGHTS AND OBLIGATIONS 
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Related to OPTION PERIOD RIGHTS AND OBLIGATIONS

  • Additional Rights and Obligations The author(s) (and their employers as applicable), hereby authorise the Publishers to take such steps as they consider necessary at their own expense in the copyright owner’s name and on their behalf, if they believe that a third party is infringing or is likely to infringe copyright or the rights granted to the Publishers herein in the Contribution without further recourse to the copyright owner(s). The Corresponding Author acknowledges that all versions of the Contribution, and any associated reviews and responses to those reviews, may be published if the Contribution is accepted for publication. The Publishers expressly agree to place the final published post-production Contribution for display on PMC (including their international mirror sites) promptly after publication without extra charge for this deposit to the authors or their employers (provided PMC does not charge the Publishers), which will include any Publisher supplied amendments or retractions. The author(s) acknowledge and accept that BMJ may make additional changes to the Contribution as considered necessary in accordance with standard editorial processes whether before or after publication. The Corresponding Author will usually see proofs for their Contribution and every effort will be made to consult with the Corresponding Author if substantial alterations are made. BMJ may also retract or publish a correction or other notice when it considers this appropriate for legal or editorial reasons and this shall be at its absolute discretion which shall be exercised reasonably.

  • Accrued Rights and Obligations Termination of this Agreement for any reason shall not release either Party hereto from any liability which, at the time of such termination, has already accrued to the other Party or which is attributable to a period prior to such termination nor preclude either Party from pursuing any rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement.

  • Continuing Rights and Obligations After the satisfaction and discharge of this Indenture, this Indenture will continue for (i) rights of registration of transfer and exchange, (ii) replacement of mutilated, destroyed, lost or stolen Notes, (iii) the rights of the Noteholders to receive payments of principal of and interest on the Notes, (iv) the obligations of the Indenture Trustee and any Note Paying Agent under Section 3.3, (v) the rights, obligations and immunities of the Indenture Trustee under this Indenture and (vi) the rights of the Secured Parties as beneficiaries of this Indenture in the property deposited with the Indenture Trustee payable to them for a period of two years after the satisfaction and discharge.

  • Rights and Obligations Except as expressly set forth in this Agreement, no Member, in its capacity as a Member, will have any right, power or authority to transact any business in the name of the Series, participate in the management of the Series or to act for or on behalf of or to bind the Series. A Member will have no rights other than those specifically provided herein or granted by law. Except as required by the Act, no Member, solely by reason of being a member, shall be liable for the debts, liabilities, obligations or expenses of the Series.

  • Absolute Rights and Obligations This is a guaranty of payment and not of collection. The Guarantor’s Obligations under this Company Guaranty Agreement shall be absolute and unconditional irrespective of, and the Company hereby expressly waives, to the extent permitted by law, any defense to its obligations under this Company Guaranty Agreement and all Security Instruments to which it is a party by reason of: (a) any lack of legality, validity or enforceability of the Credit Agreement, of any of the Notes, of any other Loan Document, or of any other agreement or instrument creating, providing security for, or otherwise relating to any of the Guarantor’s Obligations, any of the Guaranteed Liabilities, or any other guaranty of any of the Guaranteed Liabilities (the Loan Documents and all such other agreements and instruments being collectively referred to as the “Related Agreements”); (b) any action taken under any of the Related Agreements, any exercise of any right or power therein conferred, any failure or omission to enforce any right conferred thereby, or any waiver of any covenant or condition therein provided; (c) any acceleration of the maturity of any of the Guaranteed Liabilities of the Guarantor’s Obligations of any other Guarantor, or of any other obligations or liabilities of any Person under any of the Related Agreements; (d) any release, exchange, non-perfection, lapse in perfection, disposal, deterioration in value, or impairment of any security for any of the Guaranteed Liabilities, for any of the Guarantor’s Obligations of any Guarantor, or for any other obligations or liabilities of any Person under any of the Related Agreements; (e) any dissolution of any Borrower, any Guarantor, any other Loan Party or any other party to a Related Agreement, or the combination or consolidation of any Borrower, any Guarantor, any other Loan Party or any other party to a Related Agreement into or with another entity or any transfer or disposition of any assets of any Borrower, any Guarantor, any other Loan Party or any other party to a Related Agreement; (f) any extension (including without limitation extensions of time for payment), renewal, amendment, restructuring or restatement of, any acceptance of late or partial payments under, or any change in the amount of any borrowings or any credit facilities available under, the Credit Agreement, any of the Notes or any other Loan Document or any other Related Agreement, in whole or in part; (g) the existence, addition, modification, termination, reduction or impairment of value, or release of any other guaranty (or security therefor) of the Guaranteed Liabilities (including without limitation obligations arising under any other Guaranty or any other Loan Document now or hereafter in effect); (h) any waiver of, forbearance or indulgence under, or other consent to any change in or departure from any term or provision contained in the Credit Agreement, any other Loan Document or any other Related Agreement, including without limitation any term pertaining to the payment or performance of any of the Guaranteed Liabilities, any of the Guarantor’s Obligations of any other Guarantor, or any of the obligations or liabilities of any party to any other Related Agreement; or (i) any other circumstance whatsoever (with or without notice to or knowledge of the Company) which may or might in any manner or to any extent vary the risks of the Company, or might otherwise constitute a legal or equitable defense available to, or discharge of, a surety or a guarantor, including without limitation any right to require or claim that resort be had to any Borrower or any other Loan Party or to any collateral in respect of the Guaranteed Liabilities or Guarantor’s Obligations. It is the express purpose and intent of the parties hereto that this Company Guaranty Agreement and the Guarantor’s Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment and performance as herein provided.

  • Party A’s Rights and Obligations 4.1 甲方应不晚于扣款日向/在其结算账户转账/存入等于（或不少于）存款资金的款项，并在起息日前的所有时间均确保并维持结算账户中有该等数额的款项。若因非乙方过错的任何原因，包括但不限于由于甲方的债权债务纠纷或任何原因导致结算账户被司法机关采取查封、冻结或支取等强制措施，甲方未能在起息日前的所有时间确保并维持结算账户中的存款资金数额的，本协议应立即解除并失效，但不影响甲方应承担的违约责任并向乙方赔偿全部损失的义务。 No later than the Trade Date, Party A shall transfer/deposit money equal to (or not less than) the full Deposit Amount to/in the Settlement Account and shall ensure that such amount of fund in the Settlement Account shall be held and maintained at all time until the Effective Date. Failure by Party A to do the same due to whatever reason other than Party B’s fault, including without limitation, the Deposit Amount being frozen, seized or taken, in whole or in part, with enforcement measures by judicial authority arising from its credits, debts dispute and/or whatsoever reason, shall cause this Agreement to be immediately and automatically ceased and this Agreement will be no longer to be in force and effect, and in such case, it shall be deemed that Party A breaches the terms of this Agreement and therefore shall be liable for all losses and damages suffered by Party B arising therefrom. 4.2 甲方授权乙方在扣款日对甲方结算账户扣划与存款资金相等数额的款项并转存至结构性存款标的下，该等操作无须经甲方另行同意或通知甲方。 On the Effective Date, Party A hereby authorizes Party B to deduct fund in the Settlement Account equal to the full Deposit Amount and transfer the same to be deposited under the Structured Deposit program without further consent from and notice to Party A. 4.3 甲方授权乙方在结算日或根据本协议第6.2 款的提前终止日（如适用）将结构性存款标的下的符合本协议第5.2 款数额的资金转入甲方的结算账户，该等操作无须经甲方另行同意或通知甲方。 On the Settlement Date or (as the case may be) the Early Termination Date (as specified in Clause 6.2), Party A hereby authorizes Party B to transfer fund so deposited under the Structured Deposit program to the Settlement Account without further consent from and notice to Party A. Provided that the fund to be transferred by Party B thereof shall be equal to the amount as specified in Clause 5.2. 4.4 在甲方签署本协议后的 24 小时（“冷静期”）内，甲方有权以乙方指定的方式通知乙方撤销结构性存款业务。若甲方在冷静期内行使撤销权的，本协议视为未生效，相关结构性存款业务不进行。冷静期结束后，甲方的撤销权立即自动完全失效。 Within 24 hours from the execution of this Agreement by Party A (“Cooling-off Party A’s right to withdraw/cancel the purchase of Structured Deposit shall be completely ceased. 4.5 除另有约定外，相关税费（若有）由甲方自行负担。 Unless otherwise specified, Party A shall bear all relevant taxes applicable to it (if any). 4.6 甲方对本协议及销售文件负有保密义务，未经乙方书面许可，甲方不得向任何组织、个人提供或泄露与乙方或本协议有关的任何业务资料及信息，法律及/或监管要求另有规定除外。 Party A shall keep confidential this Agreement and Ancillary Document. Without written approval from Party B, it shall not provide nor disclose to any organization or individual any business material and information relating to Party B and in connection with this Agreement, unless otherwise required by laws regulations and/or regulatory requirement. 4.7 甲方认可，产品说明书及所有销售文件的所有条款与条件符合其意图及要求，应得到甲方的完全遵守。 Party A accepts that all terms and conditions as provided in the Commercial Term and any relevant Ancillary Documents meet its intentions and requirements and it shall fully comply with all provisions hereof/thereof.

  • Other Rights and Obligations of the Authority (a) be deemed to have taken possession and control of the Project forthwith; (b) take possession and control of all materials, stores, implements, construction plants and equipment on or about the Site; (c) be entitled to restrain the Concessionaire and any person claiming through or under the Concessionaire from entering upon the Site or any part of the Project; (d) require the Concessionaire to comply with the Divestment Requirements set forth in Clause 34.1; and (e) succeed upon election by the Authority, without the necessity of any further action by the Concessionaire, to the interests of the Concessionaire under such of the Project Agreements as the Authority may in its discretion deem appropriate, and shall upon such election be liable to the Contractors only for compensation accruing and becoming due and payable to them under the terms of their respective Project Agreements from and after the date the Authority elects to succeed to the interests of the Concessionaire. For the avoidance of doubt, the Concessionaire acknowledges and agrees that all sums claimed by such Contractors as being due and owing for works and services performed or accruing on account of any act, omission or event prior to such date shall constitute debt between the Concessionaire and such Contractors, and the Authority shall not in any manner be liable for such sums. It is further agreed that in the event the Authority elects to cure any outstanding defaults under such Project Agreements, the amount expended by the Authority for this purpose shall be deducted from the Termination Payment.

  • Party B’s Rights and Obligations 9.2.1 Party B guarantees that it will use the Leased Unit properly according to the Agreement, be responsible for its own profits and losses and operate independently; 9.2.2 After being submitted to Party A for examination and approval, the Leased Unit shall be renovated at its own expense; The decoration of Leased Unit must abide by the codes, regulations and requirements on decoration formulated by Party A and the property company, and accept the supervision of Party A; 9.2.3 After the expiration of the lease term, if Party B needs to renew the agreement, it shall submit a written application to Party A three months before the expiration of the Agreement. After both parties reach an agreement on renewing the agreement, they shall renew the agreement 30 days before the expiration of the Agreement. Otherwise, Party B shall be deemed to have given up the priority to lease; 9.2.4 Party B shall pay rent, property management fee, water and electricity fee on time and in quantity, and pay relevant taxes and fees to the state and local government by itself. Party B shall guarantee legal operation during the lease term, and shall not be in arrears with employees’ wages; otherwise, all liabilities arising therefrom shall be borne by Party B itself; 9.2.5 During the lease term, Party B shall reasonably utilize, actively maintain, and repair the Leased Unit and the equipment and facilities in the Leased Unit to ensure the overall safety and normal operation of the Leased Unit, and all expenses arising from the repair and maintenance shall be borne by Party B; 9.2.6 Party B shall bear the fire safety responsibility of the Leased Unit. Party B shall not store or allow others to store inflammable, explosive, toxic and other dangerous goods in the Leased Unit. If a fire accident occurs in the Leased Unit, unless the national fire safety department proves that the cause of the accident has nothing to do with Party B, all its responsibilities shall be borne by Party B; In case of property and personnel casualties of Party A or others, Party B shall bear all compensation responsibilities; 9.2.7 Party B shall accept and cooperate with the unified management of Party A and the property management company, and abide by the property management regulations, codes and relevant unified charging standards of the Building; 9.2.8 During the lease term, Party B shall insure its own property and personnel in the Leased Unit and go through the insurance formalities by itself. Party B shall be responsible for the safety of personnel and property in the Leased Unit, and shall be responsible for the safety of ancillary facilities, personnel and articles in the Leased Unit. In case of loss or damage of articles, and injury or death of people in the Leased Unit, all the consequences and responsibilities shall be borne by Party B independently; 9.2.9 The procedures such as industrial and commercial procedures, and tax registration procedures, as well as the licenses such as fire protection license or other business license required by Party B shall be handled by Party B itself, and the expenses shall be borne by Party B. The consequences and responsibilities caused by incomplete procedures or licenses shall be borne by Party B itself; 9.2.10 Without the prior written consent of Party A, it is not allowed to use the name of Party A or the Building or the name of 「Xiangjiang Financial Center」 and its related trade names and trademarks for social activities, publicity, commodity packaging, printing, advertising, making badges, etc., but it does not include the use of 「Xiangjiang Financial Center」 as the address of its business or commodity packaging; 9.2.11 Party B shall not destroy, damage or smear any part of the Building, or any decorations in public areas, stairs, elevators and escalators, and shall not smear, deface, post advertisements around the Leased Unit, set up stalls, or do other acts that hinder the overall cleanliness. Party B shall promptly dispose of any packing, cartons, garbage or other obstacles of any kind or nature left or untreated in the public areas, so as not to affect the hygiene and cleanliness of the public areas; 9.2.12 Without Party A’s consent, Party B can only register one business entity in the Leased Unit. If Party B registers a business entity in the Leased Unit, Party B and the business entity registered by Party B guarantee that they shall jointly perform all obligations of this Agreement; If Party B needs to transfer Party B’s rights and obligations in this Agreement to the newly registered business entity, it shall issue copies of business license and tax registration certificate with official seal and issue a written notice to Party A on the establishment date of the newly registered business entity, and Party A, Party B and the newly registered business entity can sign the rights and obligations transfer agreement only on the premise that Party B and its guarantor guarantee to bear joint and several guarantee liabilities for Party B’s newly registered business entity to fulfill all obligations under this Agreement; 9.2.13 Accept and abide by the management rules and regulations of the Building.

  • Rights and Obligations of Party A 0. Xxxxx A has the right to require Party B to keep in confidence relevant financial information and trade secrets relating to production and operation of Party A unless otherwise provided by laws and regulations. 2. Party A shall provide relevant financial information and information relating to production and operation as required by Party B and shall be responsible for the authenticity, integrity and validity of such information. 3. Party A undertakes that all settlements and deposits relating to the Loan shall be conducted through its accounts opened with Party B or Party B’s relevant branch. 4. Party A shall assist in and accept Party B’s inspection and supervision of its production, operation, financial activities and utilization of the Loan. 5. Party A shall utilize the Loan for the purpose as provided for hereunder. 6. Party A shall punctually repay the principal and interest in accordance with this Contract. 7. Party A or its investors shall not transfer any funds or assets in order to evade the indebtedness owed to Party B. 8. Party A shall give Party B a prior written notice for Party B’s consent if Party A intends to provide security for any third party during the term of this Contract and such security may affect Party A’s ability to make repayment under this Contract. 9. Party A shall promptly arrange for new security(ies) satisfactory to Party B where the Guarantor in respect of this Contract ceases or suspends production; its corporate registration is canceled, or business license revoked; it is bankrupt or dissolved; it is operating at a loss; or any other negative change has occurred, and such aforementioned incidents result in loss or partial loss of the Guarantor’s ability to secure the Loan, or where the mortgaged or pledged property(ies) for securing the Loan depreciate(s) or is (are) damaged or destroyed. 10. Party A shall promptly inform Party B of any relevant changes during the term of this Contract, including without limitation its business name, legal representative (or chief officer), registered office, business purpose or registered capital. 11. Where Party A intends to carry out activity(ies) during the term of this Contract which may have an impact on the realization of Party B’s rights hereunder, Party A shall give Party B a [30] banking days prior written notice for its consent to such intended activity(ies) and shall further take sufficient measures to safeguard the repayment of the indebtedness under this Contract and arrange for security in accordance with Party B’s instructions. The aforementioned activities shall include without limitation contracting, leasing, transformation to a stock company, forming an economic association with another enterprise, consolidation, merger, division, setting up a joint venture, application for suspension of production or for winding up or for bankruptcy. 12. Party A shall promptly inform Party B in writing, take sufficient measures to safeguard the repayment of the indebtedness under this Contract and arrange for security(ies) in accordance with Party B’s instructions if there has occurred to Party A incident(s) during the term of this Contract that may have substantially negative effects on Party B’s performance of its obligations hereunder. The aforementioned incidents shall include without limitation the following: Party A ceases or suspends production; its corporate registration is canceled, or business license revoked; its legal representative or high-ranking officers are involved in illegal activities; it is involved in litigation with a major impact; great difficulties arise in respect to its production or operation; or its financial standing deteriorates. 13. Party A shall bear all fees and expenses in connection with this Contract and the security(ies) for this Contract including without limitation fees and expenses in respect to legal services, insurance, evaluation, registration, storage, authentication and notarization.

  • Rights and Obligations Upon Termination If Huron Valley Schools terminates this Contract for any reason, the Contractor must: (i) stop all work as specified in the notice of termination; (ii) take any action that may be necessary, or that Huron Valley Schools may direct, to preserve and protect deliverable(s) or other Huron Valley Schools property in the Contractor's possession; (iii) return all materials and property provided directly or indirectly to the Contractor by any entity, agent, or employee of Huron Valley Schools; (iv) transfer title in and deliver to Huron Valley Schools, unless otherwise directed, all deliverable(s) intended to be transferred to Huron Valley Schools at the termination of the Contract (which will be provided to Huron Valley Schools on an "As-Is" basis except to the extent Huron Valley Schools compensated the Contractor for warranty services related to the materials); (v) to the maximum practical extent, take any action to mitigate and limit potential damages, including terminating or limiting subcontracts and outstanding orders for materials and supplies; and (vi) take all appropriate action to secure and maintain Huron Valley Schools information confidentially. If Huron Valley Schools terminates this Contract under Section 7(b), Termination for Convenience, Huron Valley Schools must pay the Contractor all charges due for deliverable(s) provided before the date of termination and, if applicable, as a separate item of payment, for work-in-progress, based on a percentage of completion determined by Huron Valley Schools. All completed or partially completed deliverable(s) prepared by the Contractor, at the option of Huron Valley Schools, become Huron Valley Schools property, and the Contractor is entitled to receive equitable compensation for those deliverable(s). Regardless of the basis for the termination, Huron Valley Schools is not obligated to pay or otherwise compensate the Contractor for any lost expected future profits, costs, or expenses incurred with respect to deliverable(s) not actually completed. If Huron Valley Schools terminates this contract for any reason, Huron Valley Schools may assume, at its option, any subcontracts and agreements for deliverable(s), and may pursue completion of the deliverable(s) by replacement contract or as Huron Valley Schools deems expedient.

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