Other Rights Upon Termination. In the event of any termination of this Agreement whether with or without cause, Owner shall be free to make any changes and arrangements as Owner deems appropriate in order to obtain completion of the duties which are the obligation of Builder under this Agreement. Upon any termination of this Agreement, Owner and Builder shall be relieved of further performance under this Agreement except as expressly set forth and except that a termination shall in no way affect Builder's indemnity obligations or other legal liability to Owner or invalidate, reduce or restrict the rights of Builder or Owner to pursue remedies for any branch of performance of wrongful act, error or omission occurring prior to the termination, regardless of whether the non performance, act, error or omission was known by the aggrieved party at the time of termination. In addition, Builder shall perform all obligations under this Agreement relating to the cessation and quitting of activities; entry upon the Property; and turnover of all documents and other materials relating to the Project or the sale of the Homes, regardless of whether Builder believes the termination is proper or justified.
Other Rights Upon Termination. At the expiration or earlier termination of the Agreement and/or any Transaction Document for any reason, however described, IBM agrees in each such instance, as applicable:
a) Upon Equifax's request, IBM agrees to sell to Equifax or its designee for the fair market value thereof, the IBM Machines owned by IBM then currently being used by IBM primarily to perform the Services or the portion of the Services covered by the Transaction Document, as applicable. In the case of IBM Machines that IBM is leasing and using primarily to perform the Services, IBM agrees to permit Equifax or its designee to either buy-out the lease on the IBM Machines and purchase the IBM Machines from the lessor or assume the lease(s) and secure the release of IBM thereon, subject to the terms of the applicable lease. Equifax shall be responsible for any sales, use or similar taxes associated with such purchase of such IBM Machines or the assumption of such leases.
b) IBM will grant to the members of the Equifax Group and their Affiliates an irrevocable, nonexclusive, worldwide, perpetual, paid-up source and object code license to use, execute, operate, reproduce, display, perform, distribute, modify, Develop and personalize, and create Derivative Works from, the IBM Derivative Code, IBM Code, IBM Works and IBM Interfaces as a part of and in connection with the Equifax Business, and the right to sublicense third parties to do any of the foregoing for the members of the Equifax Group. Except as specifically set forth in this SECTION 12.6(b), nothing in this SECTION 12.6(b) grants Equifax any license to any materials from which IBM Derivative Code or IBM Works are derived.
c) IBM will provide to the Equifax Group a source code and an object code license for IBM Software proprietary to IBM and not otherwise owned by or licensed to Equifax in accordance with SECTION 12.6(b) and not generally commercially available for use by the Equifax Group as a part of and in connection with the Equifax Business, upon terms and prices to be mutually agreed upon by the Parties (which prices shall not be greater than those then offered to other customers of IBM as described in SECTION 9.11 or, in the case Equifax / IBM Confidential where no such customers exist, other third parties). At Equifax's option, IBM will recommend a mutually agreeable commercially available substitute, if available, to perform the same function.
d) Subject to SECTION 12.6(e), if IBM has licensed or purchased and is using any ge...
Other Rights Upon Termination. At the expiration or earlier termination, in whole or in part, of the Service Agreement for any reason, however described, Vendor agrees in each such instance, as applicable, that, unless otherwise set forth in the Master Services Schedules:
Other Rights Upon Termination. In the event that this Agreement is terminated by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates, sub-distributors and sub-licensees shall be entitled to continue to sell existing stocks of the Product in the Territory for so long as PPI deems necessary to ensure that sale of the Product is not disrupted provided that EKR and its Affiliates shall cease such sale immediately upon notification from PPI and in any event EKR shall not so sell for a period of longer than three (3) months following the date of termination. Immediately upon notification from PPI, such post termination sales shall cease.
Other Rights Upon Termination. Upon termination of this Agreement by any party for any reason: (a) Citrix shall cease using V-ONE's Marks; (b) Citrix shall cease Distribution of the Product and return all Product in their possession to V-ONE; (c) each party shall return the other party's Confidential Information; (d) Citrix shall return all Master CDs in its possession to V-ONE, (e) V-ONE shall deliver to Citrix all Citrix Proprietary Materials in V-ONE's possession; and (f) in the event termination of this Agreement occurs prior to sixty (60) calendar days following Acceptance, V-ONE shall return all unearned Prepaid Fees to Citrix.
Other Rights Upon Termination. Provided ADVO has not materially breached its obligations under this Agreement:
a) ADVO may request to purchase and ISSC may consider to sell, at its reasonable discretion, the ISSC-owned machines then currently being used by ISSC on a dedicated basis to perform the Services at fair market value, as determined by a mutually agreed upon appraisal. ADVO shall be responsible for any taxes associated with the purchase of, as well as the costs for any appraisals of, such equipment.
b) For Software proprietary to ISSC or its Affiliates (if necessary to be used to provide the Services) and not otherwise owned by or licensed to ADVO in accordance with Section 8 and not generally commercially available:
1) ISSC will provide a license to ADVO, for its internal use only, upon terms and prices to be mutually agreed upon by the Parties that are comparable to, and in the case of prices, that do not exceed, the prices and terms for similar commercial software. If such similar commercial software does not exist, such license will be provided at a price intended to generally compensate ISSC for its investment in such software as such compensation would be implemented in its commercial products; or
2) at ADVO's option, ISSC will recommend a mutually agreeable commercially available substitute to perform the same function.
c) ISSC will use reasonable efforts to obtain the right to transfer all Software licenses used in support of ADVO to ADVO at the termination or expiration of the Term without charge. If this is not possible, ISSC will notify ADVO prior to obtaining such Software and subject to ADVO's acceptance of any applicable vendor terms and conditions and payment by ADVO of any transfer fee, license fee or other charges imposed by such vendor:
1) with respect to generally commercially available Software, if ISSC has licensed or purchased and is using any such Software solely for providing the Services to ADVO at the date of expiration or termination, ISSC will transfer the requested Software to ADVO and ADVO will reimburse ISSC for initial license or purchase charges for such Software in an amount equal to the remaining unamortized cost of such Software, if any, depreciated over a five year life;
2) with respect to generally commercially available Software, if ISSC has licensed or purchased and is using any such Software for providing the Services to ADVO and other ISSC customers in a shared environment at the date of expiration or termination, ISSC will assist ADVO i...
Other Rights Upon Termination. At the expiration or earlier termination of the Agreement and/or any Transaction Document for any reason, however described, IBM agrees in each such instance, as applicable:
1) Upon Certegy's request, IBM agrees to sell to Certegy or its designee for the fair market value thereof, the IBM Machines owned by IBM then currently being used by IBM primarily to perform the Services or the portion of the Services covered by the Transaction Document, as applicable. In the case of IBM Machines that IBM is leasing and using primarily to perform the Services, IBM agrees to permit Certegy or its designee to either buy-out the lease on the IBM Machines and purchase the IBM Machines from the lessor or assume the lease(s) and secure the release of IBM thereon, subject to the terms of the applicable lease. Certegy shall be responsible for any sales, use or similar taxes associated with such purchase of such IBM Machines or the assumption of such leases.
Other Rights Upon Termination. 46 Equifax / IBM Confidential
Other Rights Upon Termination. At the expiration or earlier termination of this Agreement for any reason, however described, ISSC agrees:
a) Upon Flagstar's request, ISSC agrees to sell to Flagstar or its designee for the depreciated value thereof as carried on the books of ISSC, the ISSC Machines owned by ISSC then currently being used by ISSC on a dedicated basis to perform the Services. The ISSC machines will be expensed or fully depreciated by ISSC in accordance with either its standard financial reporting practices or its standard tax accounting practices for such assets, whichever is shorter, but in no event shall such period exceed five (5) years. In the case of dedicated ISSC Machines that ISSC is leasing, ISSC agrees to permit Flagstar or its designee to either buy-out the lease on the ISSC Machines and purchase the ISSC Machines from the lessor or assume the lease(s) and secure the release of ISSC thereon. Flagstar shall be responsible for any sales, use or similar taxes associated with such purchase of such ISSC Machines or the assumption of such leases. Notwithstanding the foregoing or any other provision of this Agreement (including without limitation Sections 10 and 11), if Flagstar terminates this Agreement pursuant to Sections 10.3(a) Cause or 10.3
Other Rights Upon Termination. For purposes of this Transaction Document and each other outstanding Transaction Document on the date hereof, Section 12.6(g) of the Master Agreement is modified to read as follows: ---------- *** CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION. Transaction Document US March 5, 2003 CERTEGY/IBM CONFIDENTIAL Upon the date of expiration or termination of the Agreement or any Transaction Document for any reason, the Certegy Group or its designee shall have the right to make offers of employment to any or all IBM employees performing Services on a substantially full time basis for the Certegy Group hereunder or under such Transaction Document, as applicable ("Service Employees"). Promptly after either Party provides the other Party written notice of termination or expiration, with the prior consent of each Service Employee (each of whom IBM will notify of Certegy's or its designee's interest), IBM agrees, subject to the agreement of the Service Employees, to supply Certegy or its designee with the names and resumes requested by Certegy or its designee for the purposes of exercising its rights under this Section 12.6, at no charge. Certegy's or its designee's rights under this Section 12.6 will take precedence over any IBM/employee employment contract or covenant that may otherwise limit an employee's right to accept employment with the Certegy Group or its designee.
