Other Surviving Rights Sample Clauses

Other Surviving Rights. The rights and obligations set forth in this Agreement shall extend beyond the term or termination of this Agreement only to the extent expressly provided for herein. Except where expressly provided for otherwise in this Agreement, termination or expiration of this Agreement shall not relieve the Parties hereto of any liability, including any obligation to make payments hereunder, that has accrued hereunder prior to the effective date of such termination nor shall it preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement nor shall it prejudice any Party’s right to obtain performance of any obligation. Without limiting the foregoing, Sections 2.3(d) (Site Visit/Audit), 2.3(e) (Retention of Regulatory Documentation and Other Documentation), 2.9 (Adverse Drug Reactions), 5.8 (Royalty Reports and Payments), 5.9 (Payments; Interest), 5.10 (Taxes), 5.11 (Payment Currency), 5.12 (Records of Revenues and Expenses), 6.1 (Ownership of Intellectual Property), 6.2(a) and (b) (Maintenance and Prosecution of Asahi Patents, and CoTherix Patents and CoTherix [***]Patent) solely related to procedures, rights and obligations if either Party elects to abandon any Asahi Patent or CoTherix Patent directed to the Active Drug Substance or any Fasudil Formulation (i.e. not with respect to Patents that are primarily directed to a generally applicable technology), 6.2(c) and (d) (Maintenance and Prosecution of Joint Patents, and Cooperation) but solely with respect to Joint Patents in the case of Section 6.2(d), 7.3(e) (Retention of Samples) and (f) (Records) but solely to the extent required to comply with applicable laws and regulatory requirements, 7.6 (Cooperation) but solely in connection with a transition under Section 11.3 and solely for the period of such transition, 8 (CONFIDENTIALITY), 9.2 (Disclaimer), 11.2(j) (Rights in Bankruptcy), 11.3 (Consequences of Termination by Asahi), 11.4(a) (Consequences of Termination by CoTherix), this Section 11.5 (Surviving Rights), Sections 12 (INDEMNIFICATION), 13.1 (Assignment), 13.6 (Notices), 13.10 (Governing Law and Dispute Resolution) and 13.16 (Independent Contractors) shall survive the termination or expiration of this Agreement for any reason.
Sample 1
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Related to Other Surviving Rights

  • Surviving Rights Notwithstanding the termination of Executive’s employment, the parties shall be required to carry out any provisions hereof which contemplate performance subsequent to such termination; and such termination shall not affect any liability or other obligation which shall have accrued prior to such termination, including, but not limited to, any liability for loss or damage on account of a prior default.

  • Existing Rights Termination shall not affect rights and obligations then outstanding under this Agreement which shall continue to be governed by this Agreement until all obligations have been fully performed.

  • Purchaser Can Protect Its Interest Purchaser represents that by reason of its, or of its management’s, business or financial experience, Purchaser has the capacity to protect its own interests in connection with the transactions contemplated in this Agreement, and the Related Agreements. Further, Purchaser is aware of no publication of any advertisement in connection with the transactions contemplated in the Agreement.

  • Rights of Assignees of Partnership Interests (a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

  • Surviving Entity Surviving Entity" shall mean the acquiring or resulting entity following the Change of Control.

  • Surviving Provisions Notwithstanding any termination of this Agreement, each party’s obligations under Article VIII to indemnify other parties shall survive and not be affected by any termination of this Agreement. In addition, with respect to Existing Contracts, all provisions of this Agreement shall also survive and not be affected by any termination of this Agreement.

  • Continuing Rights The Parties agree that, in the event of a Licensor Bankruptcy Event, Company shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Licensor Technology and all embodiments thereof, which, if not already in Company’s possession, shall be promptly delivered to it (a) following any such commencement of a bankruptcy proceeding upon Company’s written request therefor, unless Licensor elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by Licensor upon written request therefor by Company.

  • Rights of Initial Stockholders in Escrow Shares 4.1 VOTING RIGHTS AS A STOCKHOLDER. Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • Bring-Along Rights (a) Except pursuant to, or following the consummation of, an IPO, if any shareholder or group of shareholders of the Company holding more than the Designated Percentage of the issued and outstanding Shares of the Company (the “Selling Shareholders”) intend to effect a Transfer of all of such Selling Shareholders’ Shares to any Person (a “Bring-Along Buyer”), the Selling Shareholders shall have the right (the “Bring-Along Right”) to require the Participant (in such capacity, the “Bring-Along Shareholder”) to Transfer all of the Shares owned by the Participant to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) to the Participant, which notice shall state (i) that the Selling Shareholders wish to exercise their Bring-Along Right with respect to such Transfer, (ii) the name and address of the Bring-Along Buyer, (iii) the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cash, the Selling Shareholders will provide such information, to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of such Transfer (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior to the expiration of the later of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably request.

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