Remedies Upon Termination. Termination by CSU of this agreement pursuant to Section 23, Termination, may result in Auxiliary’s removal, suspension or probation as a CSU auxiliary in good standing, and loss of any right for Auxiliary to use the name, resources or facilities of CSU or any of its campuses. Upon expiration of the term of this agreement, the parties shall have 30 days to enter into a new operating agreement which period may be extended by written mutual agreement.
Remedies Upon Termination. If this Agreement is terminated pursuant to Section 12.2, then each of the Parties will be relieved of their respective duties and obligations under this Agreement to the extent that such duties and obligations would otherwise arise after the date of such termination, except as set forth in Section 12.4, and no Party will have any claim against any other Party, unless the circumstances giving rise to the termination of this Agreement were caused by a Party’s willful breach of a material representation, warranty, covenant or agreement set forth in this Agreement, in which event termination of this Agreement will not be deemed or construed as limiting or denying any legal or equitable right or remedy of the non-breaching Parties. If, following the termination of this Agreement, any litigation or other Proceeding is commenced by any Party to pursue any legal or equitable right or remedy against any other Party whose willful breach of a material representation, warranty, covenant or agreement herein results in the termination of this Agreement, all fees, costs and expenses, including reasonable attorneys’ fees and court costs, incurred by the prevailing Party in such litigation or other Proceeding will be reimbursed by the losing Party; provided that, if a Party to such litigation or other Proceeding prevails in part, and loses in part, the court, arbitrator or other adjudicator presiding over such litigation or other Proceeding will award a reimbursement of the fees, costs and expenses incurred by such Party on an equitable basis.
Remedies Upon Termination. In addition to any other specific provision in this Agreement, the following applies in the event of a Termination:
(A) Buyer shall promptly return to Seller all original documents, data or materials delivered to Buyer by Seller, and destroy all copies and reproductions (both written and electronic) in its possession and in the possession of persons to whom it was disclosed.
(B) If the Closing does not occur for reasons other than as set forth in Section 5.3(C) or Section 5.3(D) and this Agreement is terminated, Seller shall return the Deposit to Buyer, each party will otherwise be responsible for its own expenses incurred in connection with this Agreement, and neither Seller nor Buyer shall have any remedy against the other arising out of this Agreement or the Termination except with respect to those provisions of this Agreement which expressly survive the Termination.
(C) If Seller terminates this Agreement pursuant to Sections 5.1(A), 5.1(D) or 5.1(E), or because Buyer commits a material breach of Buyer's obligations under this Agreement or otherwise fails, refuses, or is unable for any reason not permitted by this Agreement to close on this transaction, Seller may retain the Deposit as liquidated damages in lieu of all other damages and as Seller's sole remedy against Buyer for such failure to close.
(D) If Seller terminates this Agreement pursuant to Section 5.1(C), Buyer shall be entitled, as Buyer's sole and exclusive remedy, to receive from Seller a refund of the Deposit.
(E) If Buyer terminates this Agreement because the Closing does not occur due to a material breach by Seller of Seller's obligations under this Agreement, and such breach is (i) not cured within thirty (30) days following written notice by Buyer to Seller of such breach or (ii) by its nature cannot be cured prior to the Final Closing Date, and provided that Buyer is without fault for such failure, refusal, or inability by Seller to fulfill such obligations, Buyer shall be entitled, as Buyer's sole and exclusive remedy, to elect one of the following remedies:
(1) Receive from Seller a refund of the Deposit.
(2) Not receive a refund of the Deposit, and seek specific performance of Seller's obligations to sell the Assets to Buyer under the terms and conditions of this Agreement, in lieu of all other remedies. In the event Buyer elects to seek specific performance pursuant to this Section 5.3(E)(2), Buyer must do so by filing the appropriate documents to commence dispute resolution in...
Remedies Upon Termination. If this Agreement is terminated as provided herein: (a) ARTICLE XI (other than Section 11.2, Section 11.3 and Section 11.5) and the agreements of the Parties contained in Section 8.2(b), Section 8.2(d), Section 8.3, Section 10.2, Section 10.3 and Section 10.4 will survive the termination of this Agreement.
Remedies Upon Termination. If this Agreement is terminated pursuant to Section 6.2, Manager's management fees under this Agreement shall be deemed earned through the date of termination. Any management fees due Manager shall be paid within thirty (30) days after the effective date of termination. If this Agreement is terminated pursuant to Sections 6.2(a)(i), 6.2(a)(iii), 6.2(a)(iv), 6.2(b)(i), 6.2(b)(ii), or 6.2(b)(iii) of this Agreement, the non-breaching party may pursue such other legal or equitable relief and remedies as may be available in addition to such proration.
Remedies Upon Termination. (a) In the event of termination of this Agreement by ORBCOMM as provided for hereinabove, Orbital shall:
(i) At ORBCOMM's request, to the extent it is permitted to do so by law, regulation and any third party obligations pertaining thereto, deliver to ORBCOMM all completed items to be delivered under Article 2, work-in-process, drawings, and other technical data associated with the Work developed as part of the performance of the completed Milestones of this Agreement along with appropriate licenses to the intellectual property embodied in all such items, drawings and other technical data sufficient to enable ORBCOMM to use, make and have made such items, as would have been required as a deliverable had the work continued to completion, provided that such data and licenses shall be used exclusively for purposes related to the ORBCOMM System and shall be subject to appropriate confidentiality obligations.
(ii) At ORBCOMM's request and to the fullest extent permitted by law, and subject to applicable laws, regulations and terms of this Agreement, transfer the applicable approvals, permits, and licenses pertaining to the goods delivered under this Agreement.
(iii) Take all commercially reasonable steps to protect and preserve the property referred to in (i) above in the possession of Orbital until delivery to ORBCOMM.
(iv) In the event this agreement is terminated as a result of a termination for convenience of the United States Government prime contract in support of which this agreement has been entered, provide to ORBCOMM as soon as possible but in any event not later than ninety (90) days after receipt of notice of such termination for convenience, a certified statement of all damages for which it will require ORBCOMM to seek reimbursement. In such event, Orbital shall retain all Milestone payments received to date and be reimbursed for all costs (including a reasonable fee thereon) that are in excess of Milestone payments received and for which ORBCOMM is able to obtain payment from the United States Government. Orbital shall cooperate fully with the United States Government and ORBCOMM regarding the presentation of a termination for convenience request for payment, including but not limited to providing all required certifications and permitting all required United States Government audits in conjunction therewith. ORBCOMM shall present the Orbital termination for convenience costs to the Government and shall use its best efforts to permit Orbital to be...
Remedies Upon Termination. If this Agreement is validly terminated under Section 9.2, then it will forthwith become null and void, and each of the Parties (and any equityholder, Affiliate, director, officer, employee, agent, advisor, accountant, attorney, consultant or other representative of such Party) will be relieved of its duties, liabilities and obligations to any other Party under this Agreement and no Party will have any claim against any other Party (or any equityholder, Affiliate, director, officer, employee, agent, advisor, accountant, attorney, consultant or other representative of such Party) other than the provisions of this Section 9.3, Section 5.5, and Article XI, which will survive any termination of this Agreement under Section 9.2; provided, however, that nothing contained in this Section 9.3 will relieve any Party from liabilities, losses or damages arising out of Fraud or any willful and intentional breach by such Party of this Agreement occurring prior to the termination of this Agreement.
Remedies Upon Termination. Any election to terminate this Agreement shall be in addition to, and not in limitation of, other remedies that may be available at law or in equity.
Remedies Upon Termination. Termination of this Agreement shall not limit either party from pursuing any other remedies otherwise available to it, including, without limitation, injunctive relief.
Remedies Upon Termination. (a) If this Agreement is terminated pursuant to Section 6.2, Incentive Compensation shall be deemed earned through the date of termination. Any Incentive Compensation due Manager shall be paid within thirty (30) days after the effective date of termination. If this Agreement is terminated pursuant to Sections 6.2(a)(i), 6.2(a)(iii), or 6.2(b)(i) of this Agreement, the non-breaching party may pursue such other legal or equitable relief as may be available in addition to such proration.