Procedure on Termination. Upon the occurrence of an event described in Section 10.1, the General Partner (or, if none, a Limited Partner appointed by the Limited Partners) shall proceed to liquidate and wind up the business of the Partnership. Upon fifteen (15) days' prior written notice to all of the Partners identifying the assets to be sold, the liquidating Partner(s) may, in lieu of selling the Partnership assets, convey undivided interests in the assets to the Partners or distribute the assets in kind to the Partners. The Partnership assets and the proceeds of any liquidation sale shall be applied and distributed at the closing of any sale in the following order of priority:
(a) To the payment of all debts and liabilities of the Partnership and all expenses of liquidation.
(b) To the setting up of such reserves as the liquidating Partners may deem necessary for any contingent liabilities of the Partnership. Any reserves shall be deposited with an escrowee to be applied to the discharge of any contingent liabilities, and, at the expiration of whatever period the liquidating Partner may deem advisable, the balance shall be distributed as provided in clause (c) below.
(c) The balance, if any, shall be distributed to the Partners in accordance with their Capital Accounts, adjusted to reflect the Gross Asset Value of each asset, notwithstanding any statutory priorities the Limited Partners may have under the provisions of the laws of the Act.
Procedure on Termination. On the termination of this Agreement, Akerman LLP shall account to and deliver to the HMOCAP all materials, supplies, equipment, contracts, documents and other items related to the Services and furnish all information and take all further action that the HMOCAP may reasonably request to effectuate an orderly and systematic termination of Akerman LLP’s responsibilities hereunder.
Procedure on Termination. Upon expiration or termination of this Agreement for any reason:
(a) Surgi-Vision shall promptly cease representing, quoting, selling, sublicensing or otherwise using the Cedara Software (including as part of the Solutions);
(b) Surgi-Vision shall promptly return to Cedara all copies of the Cedara Software. Documentation or data originally provided by Cedara and which are the property of Cedara;
(c) Surgi-Vision shall pay all outstanding invoices or amounts owing to Cedara which shall become immediately due and payable on notice of termination: and
(d) Cedara shall deliver any specifications, designs, technical materials and other instructions developed or provided by Surgi-Vision to Cedara, which the parties acknowledge and agree are exclusively owned by Surgi-Vision. Termination and the foregoing remedies shall be in addition to, and not in lieu of, any other remedies that either Party may have at law or in equity and shall not relieve either Party of liability for any breach of contract occurring prior to the effective date of termination.
Procedure on Termination. Upon delivery by certified mail to the Lessee of a Notice of Termination specifying the nature of the termination, the extent to which performance of work under the Lease is terminated, and the date upon which such termination becomes effective, the Lessee shall:
1. Stop work under the Lease on the date and to the extent specified in the Notice of Termination;
2. Place no further orders for materials, services, or Lessorilities, except as may be necessary for completion of such portion of the work under the Lease as is not terminated;
3. Terminate all orders to the extent that they relate to the performance of work terminated by the Notice of Termination;
4. Assign to the Commonwealth in the manner and to the extent directed by the purchasing official, all of the right, title, and interest of the Lessee under the orders so terminated, in which case the Commonwealth shall have the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders;
5. With the approval or ratification of the purchasing official, settle all outstanding liabilities and claims arising out of such termination of orders, the cost of which would be reimbursable in whole or in part, in accordance with the provision of the Lease;
6. Transfer title to the Commonwealth (to the extent that the title has not already been transferred) and deliver in the matter, at the times, and the extent directed by the purchasing official, all permanent fixture, permanent equipment, and other permanent items, in any form, that relate to the work terminated by the Notice of Termination;
7. Complete the performance of such part of the work as shall not have been terminated by the Notice of Termination.
8. Take such action as may be necessary, or as the purchasing official may direct, for the protection and preservation of the property related to the Lease which is in the possession of the Lessee and in which the Commonwealth has or may acquire an interest. The Lessee shall proceed immediately with the performance of the above obligations notwithstanding any delay in determining or adjusting the amount of any item of reimbursable price under this clause.
Procedure on Termination. In the event of the termination of this Agreement and Declaration of Trust, the Directors shall apply the Plan to pay or to provide for the payment of any and all obligations of the Plan and shall distribute and apply any remaining surplus in such manner as will in their opinion best effectuate the purpose of the Plan; provided, however, that no part of the corpus or income of said Plan shall be used for or diverted to purposes other than for the exclusive benefit of the Employees, their families, beneficiaries, or dependents, or the administrative expenses of the Plan or for other payments in accordance with the provisions of the Plan. Under no circumstances shall any portion of the corpus or income of the Plan, directly or indirectly, revert or accrue to the benefit of any contributing Employer, or to the benefit of any Union. No use thereof for the benefit of the Employees, their families, beneficiaries, or dependents shall be made except by way of health and welfare benefits and excluding always any direct distribution of cash or property.
Procedure on Termination. In the event of the termination of the Trust, the Trustees shall apply the Trust to pay or to provide for the payment of any and all obligations of the ProComp System and shall distribute and allocate all assets of the Trust in accordance with the then provisions of the ProComp Agreement and in accordance with the provisions of this Agreement.
Procedure on Termination. Upon termination the Licensee shall:
(a) deliver a detailed statement to NRC of the inventory of all Products then existing and not Sold by the Licensee as at that date;
(b) retain the right to Sell Products then existing and shall pay royalties (but not MAR) to NRC as Products are Sold for a period of one year provided that any remaining inventory of Products shall be destroyed by the License at the end of that year;
(c) retain the right to deliver Services for which a contractual commitment has been made before the Termination, for a period of one year, subject to the continued obligation to pay Royalties on the Sales Revenue for those services; and
(d) cease any other use of the NRC Technology and the Foreground Technology unless the NRC Technology and the Foreground Technology, in total, has then become part of the public domain other than through any act or omission of the Licensee.
Procedure on Termination. Upon termination of this Agreement for any cause the Broker shall:-
(a) immediately remit (without any counterclaim, set-off or other deduction) any monies held by him on behalf of the Company or due to the Company;
(b) immediately cease to accept any monies from any third parties on behalf of the Company and shall direct such third parties to remit such monies directly to the Company;
(c) cease representing or holding himself out as in any way connected with the Company unless the Company consents to the Broker servicing his client base, having regard for the trustworthiness of the Broker, and the ability and willingness of the Broker to service such client base;
(d) supply the Company with such information in the Broker’s possession as a reasonable and prudent Insurer would require in the context of such termination;
(e) immediately return to the Company or otherwise dispose of as the Company may instruct all pamphlets catalogues advertising material and other materials documents and papers whatsoever sent to the Broker and relating to the business of the Company (other than correspondence between the Company and the Broker) which the Broker may have in his possession or under his control; and
(f) forthwith deliver up to the Company or otherwise dispose of as the Company directs the property of the Company which the Broker may have in his possession or under his control.
Procedure on Termination. In the event of the termination of this Agreement and Declaration of Trust, the Trustees shall apply the Fund to pay or to provide for the payment of any and all obligations of the Fund and shall distribute and apply any remaining surplus in such manner as will in their opinion best effectuate the purpose of the Fund; provided, however, that no part of the corpus or income of said Fund shall be used for or diverted to purposes other than for the exclusive benefit of the Employees, their families, beneficiaries, or dependents, or the administrative expenses of the Fund or for other payments in accordance with the provisions of the Fund. Under no circumstances shall any portion of the corpus or income of the Fund, directly or indirectly, revert or accrue to the benefit of any contributing Employer or Local Union.
Procedure on Termination. In the event of the termination of this Agreement and Declaration of Trust, the Trustees shall:
(a) make provision out of the Trust fund for the payment of expenses incurred up to the date of termination of the Trust and the expenses incidental to such termination;
(b) arrange for a final audit and report of their transactions and accounts for the purpose of termination of their Trusteeship;
(c) give any notice and prepare and file any reports which may be required by law; and
(d) apply the Pension Trust Fund in accordance with the provisions of the Plan of Pension Benefits. No part of the corpus or income of the Pension Trust Fund shall be used for or diverted to purposes other than for the exclusive benefit of the Employees and their Beneficiaries or the administration expenses of the Pension Trust Fund. Under no circumstances shall any portion of the Pension Trust Fund, either directly or indirectly, revert or accrue to the benefit of any contributing Employer, or the Union.
