Common use of Results of Termination Clause in Contracts

Results of Termination. a. Upon termination of this Agreement, subject to the terms of Section 15(i) above, all rights relating to the Licensed Products shall immediately cease and Licensee shall: (i) cease the manufacture of the Licensed Products except in accordance with this Section 16; (ii) cease all use of the rights licensed under this Agreement; (iii) within thirty (30) days of termination, delete and henceforth cease from making any reference to the Licensed Marks in, on or in connection with any advertising, promotional or directory materials, including any reference to having been previously a licensee of Licensor; (iv) within ten (10) days of termination, deliver all packaging, labels, tags and other materials and property (other than actual Licensed Products) relating to this Agreement to Licensor; and (v) within ten (10) days of termination, furnish Licensor with a full and complete statement setting forth (A) the inventory of Licensed Products manufactured or in the process of manufacture, including the wholesale price thereof, and (B) production and distribution schedules for the Licensed Products. b. The termination of this Agreement shall not relieve Licensee of any duties or obligations contained herein including, without limitation, the obligation to pay royalties and interest and furnish required statements; nor shall termination extinguish any rights of Licensor necessary to ensure an expeditious conclusion of this Agreement, including, without limitation, the right to inspect the books, records and facilities of Licensee and the right to obtain prior written consents. c. Upon any termination of this Agreement, Licensee shall be liable to Licensor for actual royalties accrued prior to termination and royalties on any goods manufactured after termination under Section 15(i), which royalties shall be calculated on a pro rata basis for any applicable portion of a calendar year. Upon any termination other than termination resulting from a breach by Licensee of this Agreement, Licensee shall be liable to Licensor only for such royalties; provided, however, that nothing in this Section shall affect Licensor's rights or remedies for any post-termination breach by Licensee.

Appears in 3 contracts

Samples: Settlement Agreement (Ic Isaacs & Co Inc), Settlement Agreement (Ic Isaacs & Co Inc), License Rights Agreement (Ic Isaacs & Co Inc)

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Results of Termination. a. Upon termination of this Agreement, subject to the terms of Section 15(i) 15.j. above, all rights relating to the Licensed Products within the Licensed Territory hereunder, shall immediately cease and Licensee LICENSEE shall: (i) cease the manufacture of the Licensed Products except in accordance with this Section 16; (ii) cease all use of the rights licensed under this AgreementLicensed Rights; (iii) within thirty (30) days of termination, delete and henceforth cease from making any reference to the Licensed Rights and Marks in, on or in connection with any advertising, promotional or directory materials, including any reference to having been previously a licensee of LicensorLICENSOR; (iv) within ten (10) days of termination, deliver all packaging, labels, tags and other materials and property (other than actual Licensed Products) relating to this Agreement to LicensorLICENSOR; and (v) within ten (10) days of termination, furnish Licensor LICENSOR with a full and complete statement setting forth (A) the inventory of Licensed Products manufactured or in the process of manufacture, including the wholesale price thereof, and (B) production and distribution schedules for the Licensed Products. b. The termination of this Agreement shall not relieve Licensee LICENSEE of any duties or obligations contained herein including, without limitation, the obligation to pay royalties and interest and furnish required statements; nor shall termination extinguish any rights of Licensor LICENSOR necessary to ensure an expeditious conclusion of this Agreement, including, without limitation, the right to inspect the books, records and facilities of Licensee LICENSEE and the right to obtain prior written consents. c. Upon any termination of this Agreement, Licensee other than termination resulting from a breach by LICENSEE of this Agreement, LICENSEE shall be liable to Licensor LICENSOR only for actual royalties accrued prior to termination and royalties on any goods manufactured after termination under Section 15(i), which royalties shall be calculated on a pro rata basis for any applicable portion of a calendar year. Upon any termination other than termination resulting from a breach by Licensee of this Agreement, Licensee shall be liable to Licensor only for such royalties15.j.; provided, however, that nothing in this Section shall affect Licensor's LICENSOR'S rights or remedies for any post-termination breach by LicenseeLICENSEE.

Appears in 2 contracts

Samples: Foreign Manufacturing Rights Agreement (Ic Isaacs & Co Inc), Foreign Manufacturing Rights Agreement (Ic Isaacs & Co Inc)

Results of Termination. a. (a) All licenses and other rights granted by Informix shall become null and void upon the termination of this Agreement, regardless of the reason for termination, except: (a) for the End User licenses for Products previously distributed by Licensee or a Sublicensee, or (b) for a limited license to Licensee to use the Products for the sole purpose of fulfilling any contractual obligations for maintenance and support services to End Users. (b) The rights to distribute Products already in Licensee's inventory or in transit as of the effective date of the termination, shall cease on the earlier of: (a) ninety (90) days after the effective date of termination, or (b) distribution by Licensee of the last Product to a Sublicensee. All Products remaining in Licensee's inventory after such ninety (90) day period shall be returned to Informix. Alternatively, upon Informix's written request, Licensee shall destroy the remaining Products and certify in writing to Informix that the Products have been destroyed. (c) Within thirty (30) days of termination of this Agreement for any reason, Licensee shall return to Informix all materials related to the Products, except that Licensee may retain the minimum number of copies reasonably necessary to fulfill its contractual obligations for maintenance and support services. Licensee shall continue to make any payments due to Informix in connection with Licensee's fulfillment of such contractual obligations. Within said thirty (30) days, Licensee shall deliver to Informix a notarized certification signed by an officer of Licensee that Licensee has complied with the requirements of this Section 7.3.(c). (d) Upon termination of this Agreement, subject all outstanding obligations or commitments to the terms of Section 15(i) abovepay nonrefundable amounts to Informix, all rights relating to the Licensed Products if any, shall become immediately cease due and Licensee shall:payable. (ie) cease the manufacture of the Licensed Products except in accordance with this Section 16; (ii) cease all use of the rights licensed under this Agreement; (iii) within thirty (30) days of termination, delete and henceforth cease from making any reference to the Licensed Marks in, on or in connection with any advertising, promotional or directory materials, including any reference to having been previously a licensee of Licensor; (iv) within ten (10) days of termination, deliver all packaging, labels, tags and other materials and property (other than actual Licensed Products) relating to this Agreement to Licensor; and (v) within ten (10) days of termination, furnish Licensor with a full and complete statement setting forth (A) the inventory of Licensed Products manufactured or in the process of manufacture, including the wholesale price thereof, and (B) production and distribution schedules for the Licensed Products. b. The termination of this Agreement shall not relieve Licensee of any duties or obligations contained herein including, without limitation, the obligation to pay royalties and interest and furnish required statements; nor shall termination extinguish any rights of Licensor necessary to ensure an expeditious conclusion of this Agreement, including, without limitation, the right to inspect the books, records and facilities of Licensee and the right to obtain prior written consents. c. Upon any termination of this Agreement, Licensee shall be liable have no right to Licensor for actual royalties accrued prior receive any compensation, reimbursement or other amounts from Informix, and shall have no ownership or other right whatsoever in or to termination and royalties on (a) the Products, (b) the User Documentation, (c) any goods manufactured after termination under Section 15(i)copyrighted materials relating to the Products, which royalties shall be calculated on a pro rata basis for (d) any applicable portion of a calendar year. Upon trademarks, service marks, trade secrets or other proprietary rights relating to the Products, or (e) any termination other than termination resulting from a breach by Licensee goodwill that may have developed during the term of this Agreement, Licensee shall be liable to Licensor only for such royalties; provided, however, that nothing in this Section shall affect Licensor's rights or remedies for any post-termination breach by Licensee.

Appears in 2 contracts

Samples: Value Added Reseller License Agreement (Continuus Software Corp /Ca), Value Added Reseller License Agreement (Continuus Software Corp /Ca)

Results of Termination. a. Upon termination of this Agreement, subject to the terms of Section 15(i) above, all rights relating to the Licensed Products shall immediately cease and Licensee shall: (i) cease the manufacture of the Licensed Products except in accordance with this Section 16; (ii) cease all use of the rights licensed under this Agreement; (iii) within thirty (30) days of termination, delete and henceforth cease from making any reference to the Licensed Marks in, on or in connection with any advertising, promotional or directory materials, including any reference to having been previously a licensee of Licensor; (iv) within ten (10) days of termination, deliver all packaging, labels, tags and other materials and property (other than actual Licensed Products) relating to this Agreement to Licensor; and (v) within ten (10) days of termination, furnish Licensor with a full and complete statement setting forth (A) the inventory of Licensed Products manufactured or in the process of manufacture, including the wholesale price thereof, and (B) production and distribution schedules for the Licensed Products. b. 21.1 The termination of this Agreement by the Company for cause shall not relieve Licensee operate as a cancellation of all unfulfilled orders for any duties of the Products received by the Company or obligations contained herein including, without limitationany Xxxxxxx Supplying Company from the Distributor prior to the date of such termination. The Distributor shall have no express or implied right to receive any compensation from the Company as a result directly or indirectly from such cancellation. 21.2 Upon termination howsoever arising, the obligation to pay royalties and interest and furnish required statements; nor Company shall termination extinguish any rights of Licensor necessary to ensure an expeditious conclusion of this Agreement, including, without limitation, have the right to inspect purchase any or all of the booksProducts held by the Distributor or its Authorised Dealers at the date of termination, records and facilities subject to the following conditions: 21.2.1 the Company may oblige the Distributor or its Authorised Dealers to deliver such Products free of Licensee any liens or encumbrances to the Company or its nominee; 21.2.2 the Company shall pay the invoiced cost of such Products as incurred by the Distributor less the cost of any necessary modifications, refinishing or reconditioning of the same as determined by the Company in its absolute discretion to restore them to their original condition less a 15% handling charge. 21.2.3 The Distributor shall not be obliged to sell and the Company may not purchase any Products which are the subject of a binding contract of sale or supply entered into by the Distributor or any of its Authorised Dealers with any third party prior to the date of termination. The Company may exercise its right hereunder by written notice during any termination notice period or within 120 days after the effective date of any such termination. 21.3 The termination hereof (howsoever caused) shall be without prejudice to any rights or obligations which shall have accrued prior to such termination. Such termination shall not affect any provision hereof expressed to continue or come into force after the termination including those relating to confidentiality and intellectual property rights. 21.4 During any termination notice period the Company may supply the Products direct to any customers within the Territory where this will serve the best interests of such customers or the customer has so requested. In such cases the Distributor shall have no right to obtain prior written consentscompensation or commission. c. 21.5 Upon any expiry or termination of this Agreement, Licensee Agreement howsoever arising the Trade Xxxx Agreement shall be liable to Licensor for actual royalties accrued prior to termination and royalties on any goods manufactured after termination under Section 15(i), which royalties shall be calculated on a pro rata basis for any applicable portion of a calendar year. Upon any termination other than termination resulting from a breach by Licensee of this Agreement, Licensee shall be liable to Licensor only for such royalties; provided, however, that nothing in this Section shall affect Licensor's rights or remedies for any post-termination breach by Licenseeautomatically terminate.

Appears in 1 contract

Samples: Distributor Agreement (Power Solutions International, Inc.)

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Results of Termination. a. (1) Upon the termination of this Agreement, subject agreement (howsoever occasioned): (a) all unfulfilled orders for the Products from the Distributor (including those accepted by Supplying Companies) shall automatically be canceled; and (b) all rights granted by the Supplier or an Associate Company to the terms Distributor shall immediately be relinquished by the Distributor; and (c) the Distributor shall itself and shall ensure that its Approved Dealers discontinue the use of Section 15(i) aboveand thereafter refrain from using on signs and in stationary and advertising any Supplier's trade names, all rights relating designations, and slogans owned or used by the Supplier or Associate Companies and thereafter take no action that would make it appear to the Licensed Products public that the Distributor or any of its Approved Dealers is/ are still servicing or Supplying the Products; and (d) the following conditions shall immediately cease and Licensee shallapply regarding any indebtedness of the Distributor to the Supplier or to any Associate Company or Supplying Company: (i) cease the manufacture where this agreement has been terminated for any of the Licensed reasons set out in paragraphs 15(l) and 15(2) and paragraphs 15(3)(a), (b) and (d) all such indebtedness shall become due and payable as at the effective date of termination of agreement (ii) where this agreement has been terminated for any other reason all such indebtedness shall immediately become due and payable in the event of the non-payment on the due date of any sum due by the Distributor to the Supplier or any Associate Company or Supplying Company; and (e) the Distributor shall be permitted to complete any transaction that have been agreed to if not completing the transaction the Distributor would be subject to a liability; and (f) the Distributor shall deliver to the Supplier or to a successor Official Distributor or other Entity designated by the Supplier, all price lists, bulletins, manuals, catalogues and other literature and publications relating to sales and Product information. (2) The termination of this agreement (however occasioned) shall be without prejudice to any rights or obligations which shall have accrued prior to such termination and shall not destroy or diminish the binding force or effect of any of the provisions of this agreement which are expressly or by implication provided to come into force upon or continue in force after such termination. (3) Neither party shall be liable to the other for any compensation, loss or damage arising from termination of this agreement. (4) During any period of notice served by or on the Distributor pursuant to paragraph 14(2): (a) the Supplier or any Associate Company or both may appoint another Official Distributor, accept orders for and sell the Products except to anyone other than the Distributor, and take any other action which it deems necessary to ensure the continuity of distribution of the Products in the Territory, and the Distributor shall not be entitled to any compensation or other remuneration in respect of any action taken by the Supplier or Associate Companies in accordance with this Section 16paragraph; (ii) cease all use of the rights licensed under this Agreement; (iii) within thirty (30) days of termination, delete and henceforth cease from making any reference to the Licensed Marks in, on or in connection with any advertising, promotional or directory materials, including any reference to having been previously a licensee of Licensor; (iv) within ten (10) days of termination, deliver all packaging, labels, tags and other materials and property (other than actual Licensed Products) relating to this Agreement to Licensor; and (v) within ten (10) days of termination, furnish Licensor with a full and complete statement setting forth (Ab) the inventory Distributor may not handle competing items for a period of Licensed Products manufactured or in the process of manufacture, including the wholesale price thereof, and (B) production and distribution schedules for the Licensed Productsone year after termination. b. The termination of this Agreement shall not relieve Licensee of any duties or obligations contained herein including, without limitation, the obligation to pay royalties and interest and furnish required statements; nor shall termination extinguish any rights of Licensor necessary to ensure an expeditious conclusion of this Agreement, including, without limitation, the right to inspect the books, records and facilities of Licensee and the right to obtain prior written consents. c. Upon any termination of this Agreement, Licensee shall be liable to Licensor for actual royalties accrued prior to termination and royalties on any goods manufactured after termination under Section 15(i), which royalties shall be calculated on a pro rata basis for any applicable portion of a calendar year. Upon any termination other than termination resulting from a breach by Licensee of this Agreement, Licensee shall be liable to Licensor only for such royalties; provided, however, that nothing in this Section shall affect Licensor's rights or remedies for any post-termination breach by Licensee.

Appears in 1 contract

Samples: Distributor Agreement (Spectrum International Inc)

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