Other Surviving Obligations Sample Clauses

Other Surviving Obligations. The rights and obligations set forth in this Agreement shall extend beyond the expiration or termination of this Agreement only to the extent expressly provided for herein, or to the extent that the survival of such rights or obligations are necessary to permit their complete fulfillment or discharge. In the event of expiration or termination of this Agreement for any reason, the following provisions shall survive in addition to others specified in this Agreement to survive in such event: Sections 16.8 and 16.9(c), and Articles 1, 10 (for the period set forth therein), 11 (for the period set forth therein), 12, 14, 15, 17, and 18.
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Other Surviving Obligations. (i) Upon any termination of this Agreement by Genentech under Section 9.3 or 9.4, Genentech shall thereafter automatically have in perpetuity an irrevocable, exclusive (even as to TolerRx) sublicensable, fully transferable license within the Field in the Territory under TolerRx Patent Rights, TolerRx Know-how and TolerRx's joint ownership rights in Joint Patents (as defined in Section 7 herein), to make (and have made), use, sell, offer for sale and import, Licensed Products, subject to payment to TolerRx of only the applicable royalties under Sections 6.3 and 6.4 and applicable milestones under Section 6.2. For clarity, if Genentech terminates this Agreement under Section 9.3 or 9.4, Genentech shall not owe any other payments to TolerRx, including but not limited to Operating Profits or Losses, and shall only owe the applicable royalties under Sections 6.3 and 6.4 and applicable milestones under Section 6.2. Upon termination by Genentech under Section 9.3 or 9.4, (A) all obligations GENENTECH CONFIDENTIAL and restrictions on Genentech shall terminate, except as expressly set forth in Sections 6.6, and 9.5(c)(i), and except for TolerRx's right as set forth in Section 6.8, but such right shall be limited only to verifying royalties under Sections 6.3 and 6.4 herein and (B) the following sections survive: Sections 7.5(d), 7.6(b), 7.7(b)(2), 5.3 (to the extent applicable), 9.5(a), 9.5(b), and other sections which are expressly indicated to survive termination.
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Other Surviving Obligations. The rights and obligations set forth in this Agreement shall extend beyond the expiration or termination of this Agreement only to the extent expressly provided for herein, provided that, such expiration or termination of this Agreement shall not relieve any Party of any obligation or liability incurred prior to such expiration or termination, including with respect to the final accounting provided for under the Financial Appendix and/or any other accrued payment obligations under this Agreement nor limit a Party’s ability to enforce its rights with respect to the same. Without limiting the foregoing, in the event of expiration or termination of this Agreement for any reason, the following provisions shall survive in addition to others specified in this Agreement to survive in such event: Articles 6 (for the period specified therein), 7, 9 and 11, and Sections 2.2(d) (as pertains to Allergan’s rights with respect to audits of Editas’ Subcontractors), 8.4, 10.9, 10.10, and 12.3 through 12.5, together with all related definitions. Expiration or termination of this Agreement for any reason shall be without prejudice to either Party’s other rights and remedies hereunder or at law or in equity.
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Related to Other Surviving Obligations

  • Surviving Obligations The obligations of the Company and your obligations under this Agreement shall survive the expiration of this Agreement to the extent necessary to give effect to this Agreement.

  • Accrued Rights; Surviving Obligations (a) Termination, relinquishment or expiration of this Agreement for any reason shall be without prejudice to any rights which shall have accrued to the benefit of either Party prior to such termination, relinquishment or expiration. Such termination, relinquishment or expiration shall not relieve either Party from obligations which are expressly indicated to survive termination or expiration of this Agreement.

  • PRE-CLOSING OBLIGATIONS The Seller shall have performed and complied with all the obligations and conditions required by this Agreement to be performed or complied with by Seller at or prior to the Closing Date, including the execution and delivery of all documents and contracts required to be delivered at or before the Closing Date pursuant to this Agreement.

  • Closing Obligations At the Closing:

  • Post-Closing Obligations Seller and Buyer agree to the following post-Closing obligations:

  • Ongoing Obligations I reaffirm my ongoing obligations under the Anthera Pharmaceuticals, Inc. Confidentiality and Inventions Assignment Agreement between me and the Company dated _______________, 20__ (the “Confidentiality Agreement ”), including, without limitation, my obligations to maintain the confidentiality of all confidential and proprietary information of the Company, to return to the Company (in good condition) all of the Company’s equipment, property, and documents (whether in paper, electronic, or other format, and all copies thereof) that are in my possession or control, and refrain from certain solicitation activities for a twelve (12) month period after my employment ends. I acknowledge that the execution of Exhibit A to the Confidentiality Agreement, entitled “Anthera Pharmaceuticals, Inc. Termination Certification” (the “Certification”), is required by the Confidentiality Agreement and accordingly agree to sign and return to the Company, at the same time I return the Release, the Certification (attached hereto as Appendix A) as a condition to my entitlement to the Separation Benefits. I also reaffirm my ongoing obligations under the Anthera Pharmaceuticals, Inc. Statement of Company Policy Regarding Xxxxxxx Xxxxxxx and Disclosure of Material Non-Public Information (the “Xxxxxxx Xxxxxxx Policy”) and agree that those obligations continue to apply following my separation from employment, until such time as any material, nonpublic information possessed by me has become public or is no longer material, but not to exceed 12 months. Without limiting the foregoing, I acknowledge and agree that I shall continue to be subject to the remainder of any Quarterly Black-Out or Special Black-Out (as defined in the Xxxxxxx Xxxxxxx Policy), if such black-out period was instituted prior to my separation from employment.

  • Existing Obligations Termination of this Agreement shall not affect any obligations of the Parties under this Agreement prior to the date of termination including, but not limited to, completion of all medical records and cooperation with BCBSM with respect to any actions arising out of this Agreement filed against BCBSM after the effective date of termination. This Agreement shall remain in effect for the resolution of all matters pending on the date of termination. BCBSM's obligation to reimburse Provider for any Covered Services will be limited to those provided through the date of termination.

  • Filing Obligations The Master Servicer, the Trustee and each Seller shall reasonably cooperate with the Depositor in connection with the satisfaction of the Depositor's reporting requirements under the Exchange Act with respect to the Trust Fund. In addition to the information specified below, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Trustee and each Seller shall (and the Master Servicer shall cause each Subservicer to) provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form.

  • Certain Post-Closing Obligations As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.14 or such later date as the Administrative Agent reasonably agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Parent Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f), in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement”.

  • Seller’s Closing Obligations At Closing, Seller shall execute and deliver, or cause to be executed and delivered, to Buyer the following:

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