Residual Obligations. Notwithstanding any provision to the contrary contained in this Contract, the Non-Defaulting Party shall not be required to pay to the Defaulting Party any amount hereunder until the Non-Defaulting Party receives confirmation satisfactory to it in its reasonable discretion (which may include an opinion of its counsel) that all other obligations of any kind whatsoever of the Defaulting Party to make any payments to the Non-Defaulting Party or any of its Affiliates under this Contract or under any other agreement(s), instrument(s) or undertaking(s), which are owed as of the Early Termination Date have been fully and finally satisfied.
Residual Obligations. Unless otherwise expressly agreed by the Parties, all obligations of the Parties, including payment of charges and fees, for the fiscal year during which termination or non-renewal is effective shall remain in full force and effect and binding on the respective Parties. MEMBER LIBRARY agrees to forfeit any right, title, or interest in tangible or intangible monies, materials, equipment, or property contributed or allocated to the YLN if MEMBER LIBRARY terminates this Agreement or is no longer a member of the YLN.
Residual Obligations. The Parties acknowledge that each of Xx. Xxxxxxxx, Xx. Xxxxxx and Xx. Xxxxx will have continuing obligations to perform asset management and other services and will continue to have other responsibilities (the “Outside Activities”) with respect to and for the benefit of certain EOP-managed properties and EOC-managed properties that will not be acquired as part of the Transactions (the “Excluded Assets”). The Parties agree that Xx. Xxxxxxxx’x, Xx. Xxxxxx’x and Xx. Xxxxx’x continuation of the Outside Activities is permitted under the terms of this Agreement and that the performance of such Outside Activities will provide certain benefits to the Parent and the Partnership, as the property managers of the Excluded Assets. Each of Xx. Xxxxxxxx, Xx. Xxxxxx and Xx. Xxxxx may continue to engage in such Outside Activities so long as such responsibilities do not, materially and on a continuing basis, interfere with the Executives’ employment or other obligations to Parent. In addition, Parent acknowledges and agrees that the Board of Directors of Parent has authorized and approved the Outside Activities to be performed by each of Xx. Xxxxxxxx and Xx. Xxxxxx and determined that such Outside Activities do not violate Parent’s Code of Business Conduct and Ethics, Corporate Governance Guidelines or similar policy of Parent, as in effect from time to time.
Residual Obligations. The obligations of the Parties that would reasonably be expected to survive termination of the Agreement will survive termination of the Agreement. Specifically, Sections -, , and - shall survive any termination of this Agreement.
Residual Obligations. Termination of this Agreement pursuant to Paragraph 10. shall not relieve the IRU Purchaser from sharing of any costs, which may arise in connection with claims made by third parties with respect to Segment S of SEA-ME-WE 3, the facilities that comprise Segment S or any part or portion thereof, or which may arise in relation to Segment S of SEA-ME-WE 3 due to any law, order or regulation made by any government or supranational legal authority pursuant to any international convention, treaty or agreement. Any such cost incurred shall be shared by the IRU Purchaser in proportion to the amount of capacity in which IRU is granted to the IRU Purchaser under this Agreement against the total amount of the Allocated Capacity in SEA-ME-WE 3 as of the termination of the SEA-ME-WE 3 C&MA.
