Remedies on Termination. In the event of any termination of this Agreement, LICENSEE shall immediately (i) return to QUALCOMM the Software, and any copies or updates thereof and (ii) cease using, or permitting to be used, the Software and any adaptation, modification, derivation or translation thereof, except that no termination hereof shall cause the termination of any existing sublicense to any purchaser of LICENSEE’s CDMA Modem Cards incorporating the Software or any adaptation, modification, derivation or translation thereof. Any termination or expiration of this Agreement under this Section 7 shall not relieve LICENSEE from its liability for payment of the Up-Front Fee and shall not prejudice the right to recover any sums due or accrued at the time of such termination or expiration (including the full amount of the Up-Front Fee) and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. No termination hereunder shall limit the rights of LICENSEE to sell those CDMA Modem Cards in inventory or in process at the time of termination, subject to payment of the royalty applicable to the sale of such CDMA Modem Cards under the License Agreement and continued compliance with the other provisions of this Agreement and the License Agreement,
Remedies on Termination. Subject to Sections 6(c) and 6(d), termination of this Contract by the party not in default in accordance with the terms hereof shall be without prejudice to any other rights or remedies such party shall have by law.
Remedies on Termination. Supplier, on the one hand, and Herbalife, on the other hand, have each considered the possibility that the parties will incur expenses in preparing for performance of this Agreement and that the parties will incur expenses and suffer losses as a result of termination (if other than as a result of expiration or non-renewal of this Agreement). In the event of a breach by a party of this Agreement, the non-defaulting party may pursue whatever remedies are available under this Agreement or by law. Any termination hereof shall not impair any rights nor discharge any obligations which have accrued to the parties as of the effective date of such termination.
Remedies on Termination. In the event any party hereto, without the right to do so under this Agreement, shall fail or refuse to consummate the transactions contemplated by this Agreement, or if any default under, or breach of, any representation, warranty, covenant or condition of this Agreement on the part of any party shall have occurred that results in the failure to consummate the transactions contemplated hereby, then, in addition to any other remedies provided in this agreement or by applicable law, the nondefaulting party shall be entitled to obtain from the defaulting party costs and expenses, including reasonable attorney's fees, incurred by it in enforcing its rights hereunder, including but not limited to the right to seek specific performance of this Agreement.
Remedies on Termination. (i) Upon termination of this Agreement by Licensee for convenience pursuant to Section 9(b)(i) or by ORBCOMM pursuant to Section 9(b)(ii), to the fullest extent permitted by law, ORBCOMM shall be entitled, in its discretion, to become a sublicensee of Licensee and operate and manage the Licensee System to ensure that there is as little interruption as possible in the provision of ORBCOMM Services in the Territory. Licensee agrees to cooperate in a commercially reasonable manner and actively participate, including with respect to the transfer of the Permits in the Territory and providing ORBCOMM information on its Resellers, in ensuring continued operations until such time that a new entity has been granted the necessary Permits for the Territory and is ready to start operations.
(ii) Subject to Section 14, termination of this Agreement by the party not in default in accordance with the terms hereof shall be without prejudice to any other rights or remedies such party shall have by law.
Remedies on Termination. 58 ARTICLE VIII
Remedies on Termination. (a) In the event that this Agreement is terminated by Base Ten solely as a result of the Company's failure to satisfy the condition required of it pursuant to Section 6.3(q) of this Agreement:
(i) Base Ten shall be entitled to the Limited Put Option pursuant to Section 1.11(a) of this Agreement, and
(ii) the Company shall bear the legal, accounting and investment banking/financial advisor costs and expenses (collectively, "Professional Expenses") incurred by Base Ten in connection with the negotiation and preparation of this Agreement and the transactions contemplated hereby, in an aggregate maximum amount not to exceed $100,000.
(b) In the event that this Agreement is terminated by Base Ten as a result of the Company's failure to satisfy the conditions required of it pursuant to Sections 6.3(a) through 6.3(p) of this Agreement:
(i) the Company shall bear the Professional Expenses incurred by Base Ten in connection with the negotiation and preparation of this Agreement and the transactions contemplated hereby, in an aggregate maximum amount not to exceed $100,000, and
(ii) Base Ten shall retain ownership of the BT Purchased Shares.
(c) In the event that this Agreement is terminated by either the Company or Base Ten solely as a result of either the stockholders of Base Ten not approving and adopting the Merger or the stockholders of the Company not approving and adopting the Merger:
(i) neither Base Ten nor the Company shall pay or receive any reimbursement for Professional Expenses, and
(ii) Base Ten shall retain ownership of the BT Purchased Shares.
(d) In the event that this Agreement is terminated by the Company for any reason other than (i) the Company's failure to satisfy any of the conditions set forth in Section 6.3 of this Agreement or (ii) the non-occurrence of any of the conditions set forth in Section 6.1 of this Agreement:
(1) the Company shall be entitled to the Limited Call Right pursuant to Section 1.11(b) of this Agreement, and
(2) neither Base Ten nor the Company shall pay or receive any reimbursement for any Professional Expenses.
(e) In the event that this Agreement is terminated by either party for the reason set forth in Section 7.1(a) of this Agreement:
(i) neither Base Ten nor the Company shall pay or receive any reimbursement for any Professional Expenses, and
(ii) Base Ten shall retain the ownership of the BT Purchased Shares.
(f) Neither Base Ten nor the Company may terminate this Agreement in the event of (i) a breach of any of i...
Remedies on Termination. (i) Upon termination of this Agreement by Licensee for convenience pursuant to Section 12(b)(i) or by ORBCOMM as a result of a Licensee Event of Default, to the fullest extent permitted by law, ORBCOMM shall be entitled to, in its sole discretion, take over the operation of the Licensee System and manage it after termination of this Agreement to ensure that there is as little interruption as possible in the provision of ORBCOMM Services in the Territory. Licensee agrees to cooperate in a commercially reasonable manner and actively participate, including with respect to the transfer of the Permits in the Territory and providing ORBCOMM information on its Resellers, in ensuring continued operations until such time that a new entity has been granted a license for the Territory and is ready to start operations.
Remedies on Termination. (i) On a Termination for Convenience or a termination of this Agreement by ORBCOMM pursuant to Section 9(b)(ii), to the fullest extent permitted by law, ORBCOMM shall be entitled, in its discretion, to become a sublicensee of Licensee and operate and manage the Licensee System for a period of up to [CONFIDENTIAL TREATMENT] after termination of this Agreement to ensure that there is as little interruption as possible in the provision of ORBCOMM Services in the Territory and, during such [CONFIDENTIAL TREATMENT] period, ORBCOMM shall use all commercially reasonable efforts to locate a third party buyer for the Licensee System. Licensee agrees to cooperate in a commercially reasonable manner and
(ii) Subject to Section 14, termination of this Agreement by the party not in default in accordance with the terms hereof shall be without prejudice to any other rights or remedies such party shall have by law.
Remedies on Termination. In the event of any termination of this Agreement, LICENSEE shall immediately (i) return to QUALCOMM the Software, and any copies or updates thereof and (ii) cease using, or permitting to be used, the Software and any adaptation, modification, derivation or translation thereof, except that no termination hereof shall cause the termination of any existing sublicense to any purchaser of LICENSEE’s Subscriber Units incorporating the Software or any adaptation, modification, derivation or translation thereof. Any termination or expiration of this Agreement under this Section 8 shall not prejudice the right to recover any sums due or accrued at the time of such termination or expiration (including the full amount of the Up-Front Fee) and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable to the sale of such Subscriber Units under the License Agreement and continued compliance with the other provisions of this Agreement and the License Agreement.
