Common use of Rights After Termination Clause in Contracts

Rights After Termination. A. Upon and after termination of this Agreement: 1. Your authority under this Agreement ends; 2. We may notify Insureds of non-renewal pursuant to the terms of any contract of insurance and/or any applicable statutes or regulations. 3. You will promptly return or destroy (in the sole discretion of us and Continental), to the extent reasonably requested in writing, all our and Continental’s manuals, forms, records, materials, applications, rate guides, underwriting guidelines, Program materials, software, and any other property we or Continental furnished to you pursuant to this Agreement; 4. All in-force policies and renewals will continue to their normal expiration, subject to their terms; 5. If you have accounted for and paid all premiums and other sums due to us in accordance with the terms of this Agreement and if you are not otherwise in default or violation of this Agreement, you shall remain Broker of Record for your accounts under this Agreement and shall retain control of expirations. If you have not paid or provided acceptable collateral or security for undisputed amounts owed by you to us under this Agreement, upon thirty (30) days’ prior written notice to you, with an opportunity to cure, then use and control of only such minimum expirations as are necessary to satisfy the debt shall vest exclusively with us until such time as the undisputed debt shall have been satisfied. You shall be entitled to receive the prevailing rate of commission in effect for renewal premiums for each Program under which you solicit business immediately prior to termination. B. If this Agreement is terminated pursuant to the surrender, cancellation, suspension, non- renewal of your license, abandonment of your business, acts of fraud or misrepresentation, willful misconduct, or due to the sale or other transfer of your agency or book of business written through us without our prior written consent, we shall have the right, at our option and sole discretion, to move the book of business including all renewal rights to another producer who shall thereafter have the right to service said book and earn commissions for services performed after the date upon which your license was terminated, suspended, surrendered or non-renewed, or after the date of the sale or transfer of your agency or book of business, as well as commissions on renewals after said dates in place and lieu of commissions paid to you.

Rights After Termination. A. Upon 23.01 Within thirty (30) days after the termination of this Agreement for any reason whatsoever, SEN shall furnish EATON the following information and shall permit EATON access to the records and facilities of SEN during regular working hours to verify such information: (a) Full details of all orders for the Products in the Territory, accepted by SEN and not yet completed, including a description of work to be done regarding such orders; and (b) A statement showing the amounts due EATON from SEN up to the date of termination. SEN shall have the right, after termination of this Agreement: 1. Your authority under this Agreement ends; 2. We may notify Insureds , to complete sales of non-renewal pursuant all orders for Products in the Territory, accepted but not completed prior to the terms date of any contract termination; provided, however, that royalty payments shall be due and payable on such uncompleted sales of insurance and/or any applicable statutes or regulations. 3. You will promptly return or destroy (in the sole discretion of us and Continental), to the extent reasonably requested in writing, all our and Continental’s manuals, forms, records, materials, applications, rate guides, underwriting guidelines, Program materials, software, and any other property we or Continental furnished to you pursuant to this Agreement; 4. All in-force policies and renewals will continue to their normal expiration, subject to their terms; 5. If you have accounted for and paid all premiums and other sums due to us Products when completed in accordance with the terms and conditions hereof. 23.02 Any and all proprietary rights in the Patents shall remain exclusively with EATON, its Affiliated or Related Companies, and nothing in this Agreement shall be construed to confer any proprietary interest other than the license rights granted hereunder in the Patents to SEN or to any other party. All rights granted hereunder in the Patents shall revert immediately and automatically to EATON upon termination of this Agreement. If EATON shall terminate this Agreement as a result of a default of any provision hereof by SEN or the other contingencies set forth in Section XXII, (a) SEN shall not after such termination, either directly or indirectly, make use of any Technical Information furnished or disclosed to it by EATON hereunder, excluding the Technical Information already generally known to the public through no fault of SEN or its Affiliated or Related Companies during the term of this Agreement provided, however, that SEN shall be obliged to establish in reasonable detail to EATOX'x satisfaction that such Technical Information is in fact generally known to the public, (b) SEN's rights in the Technical Information shall automatically terminate and if you are not otherwise in default or violation of this Agreement, you (c) SEN shall remain Broker of Record for your accounts under immediately return any and all Technical Information to EATON. If SEN shall terminate this Agreement and shall retain control as a result of expirations. If you have not paid a default of any provision hereof by EATON or provided acceptable collateral or security for undisputed amounts owed by you to us under this Agreementthe other contingencies set forth in Section XXII, upon thirty (30) days’ prior written notice to you, with an opportunity to cure, then use and control of only such minimum expirations as are necessary to satisfy the debt shall vest exclusively with us until such time as the undisputed debt shall have been satisfied. You SEN shall be entitled to receive continue to utilize the prevailing rate Technical Information in the manufacture of commission in effect for renewal premiums for each Program under which you solicit business immediately prior the Products; provided, however, that if a dispute arises as to termination. B. If this Agreement is terminated said default of EATON and arbitration pursuant to the surrenderSection XXXII hereof results from such dispute, cancellation, suspension, non- renewal of your license, abandonment of your business, acts of fraud or misrepresentation, willful misconduct, or due to the sale or other transfer of your agency or book of business written through us without our prior written consent, we EATON shall have the right, at our option and sole discretion, to move the book of business including all renewal rights to another producer who shall thereafter have the right to service said book and earn commissions for services performed after the date upon which your license was terminated, suspended, surrendered or non-renewed, or after ninety (90) days from the date of the sale or transfer arbitration decision, if against EATON, to rectify said default consistent with the arbitration decision and remove the grounds for termination. Likewise, if a dispute arises as to default of your agency or book SEN and arbitration pursuant to Section XXXII hereof results from such dispute, SEN shall also have ninety (90) days from the date of businessthe arbitration decision, as well as commissions on renewals after if against SEN, to rectify said dates in place default consistent with the arbitration decision and lieu of commissions paid to youremove the grounds for termination.

Rights After Termination. A. Upon and after herein. OR CANCELLATION This Bond will terminate as to any one Insured At any time prior to the termination or immediately upon taking over of such Insured by a cancellation of this Agreement: 1. Your authority bond as an entirety, whether by receiver or other liquidator or by State or Federal the Insured or the Underwriter, the Insured may give officials, or immediately upon the filing of a petition to the Underwriter notice that it desires under this Agreement ends; 2. We may notify Insureds under any State or Federal statute relative to bond an additional period of non-renewal pursuant 12 months within which bankruptcy or reorganization of the Insured, or to discover loss sustained by the Insured prior to the terms 41206 (9/84) 11 effective date of such termination or cancellation and the systems for the central handling of securities shall pay an additional premium therefor. established and maintained by such Corporations, and Upon receipt of such notice from the Insured, any employee of any recognized service company, the Underwriter shall give its written consent thereto; while such officers, partners, clerks and other provided, however, that such additional period of time employees and employees of service companies shall terminate immediately; perform services for such Corporations in the (a) on the effective date of any other operation of such systems. For the purpose of the insurance obtained by the Insured, its above definition a recognized service company shall successor in business or any other party, be any company providing clerks or other personnel to replacing in whole or in part the insurance said Exchanges or Corporation on a contract basis. afforded by this bond, whether or not The Underwriter shall not be liable on account such other insurance provides coverage of any loss(es) in connection with the central handling for loss sustained prior to its effective of securities within the systems established and date, or maintained by such Corporations, unless such loss(es) (b) upon takeover of the Insured's business shall be in excess of the amount(s) recoverable or by any State or Federal official or recovered under any bond or policy of insurance and/or agency, or by any applicable statutes receiver or regulations. 3. You will promptly return or destroy (in the sole discretion of us and Continentalliquidator, indemnifying such Corporations, against such loss(es), acting or appointed for this purpose and then the Underwriter shall be liable hereunder without the necessity of the Underwriter giving notice only for the Insured's share of such excess loss(es), of such termination. In the event that such additional but in no event for more than the Limit of Liability period of time is terminated, as provided above, the applicable hereunder. Underwriter shall refund any unearned premium. For the purpose of determining the Insured's The right to purchase such additional period for share of excess loss(es) it shall be deemed that the the discovery of loss may not be exercised by any Insured has an interest in any certificate representing State or Federal official or agency, or by any receiver any security included within such systems equivalent or liquidator, acting or appointed to take over the to the extent reasonably requested interest the Insured then has in writing, all our and Continental’s manuals, forms, records, materials, applications, rate guides, underwriting guidelines, Program materials, software, and certificates Insured's business for the operation or for the representing the same security included within such liquidation thereof or for any other property we or Continental furnished to you pursuant to this Agreement; 4purpose. All in-force policies systems and renewals will continue to that such Corporations shall use their normal expiration, subject to their terms; 5. If you have accounted for and paid all premiums and other sums due to us best judgement in accordance with apportioning the terms of this Agreement and if you are not otherwise in default or violation of this Agreement, you shall remain Broker of Record for your accounts under this Agreement and shall retain control of expirations. If you have not paid or provided acceptable collateral or security for undisputed amounts owed by you to us under this Agreement, upon thirty (30amount(s) days’ prior written notice to you, with an opportunity to cure, then use and control of only such minimum expirations as are necessary to satisfy the debt shall vest exclusively with us until such time as the undisputed debt shall have been satisfied. You shall be entitled to receive the prevailing rate of commission in effect for renewal premiums for each Program under which you solicit business immediately prior to termination. B. If this Agreement is terminated pursuant to the surrender, cancellation, suspension, non- renewal of your license, abandonment of your business, acts of fraud or misrepresentation, willful misconduct, or due to the sale or other transfer of your agency or book of business written through us without our prior written consent, we shall have the right, at our option and sole discretion, to move the book of business including all renewal rights to another producer who shall thereafter have the right to service said book and earn commissions for services performed after the date upon which your license was terminated, suspended, surrendered or non-renewed, or after the date of the sale or transfer of your agency or book of business, as well as commissions on renewals after said dates in place and lieu of commissions paid to you.SECTION

Rights After Termination. A. Upon and after 23.1 In the event of termination of this Agreement: 1. Your authority under this Agreement ends; 2. We may notify Insureds , all obligations owed by DEALER to CLARX xxx its affiliates, successors or assigns, shall become immediately due and payable on the effective date of non-renewal pursuant to the terms of any contract of insurance and/or any applicable statutes termination whether otherwise then due or regulationsnot. 3. You will promptly return 23.2 The acceptance of orders from DEALER or destroy (in the sole discretion continuous sale of us and Continental), PRODUCTS or PARTS to the extent reasonably requested in writing, all our and Continental’s manuals, forms, records, materials, applications, rate guides, underwriting guidelines, Program materials, software, and DEALER or any other property we or Continental furnished to you pursuant to this Agreement; 4. All in-force policies and renewals will continue to their normal expiration, subject to their terms; 5. If you have accounted for and paid all premiums and other sums due to us in accordance with the terms act after termination shall not be construed as a renewal of this Agreement and if you are not otherwise in default or violation for any further term nor as a waiver of the termination. 23.3 Upon termination of this Agreement, you CLARX xxxll repurchase at DEALER's cost (net of all floor plan and other charges and less any cash discount), and DEALER shall remain Broker sell to CLARX xxx of Record DEALER's inventory of PRODUCTS not previously sold or rented by DEALER which are new and in good and usable condition, not obsolete, which are currently offered for your accounts under sale by CLARX. XXARX xxxll have the option, but no obligation, to repurchase PARTS at the then current net price to DEALER and less cash discount, if any, provided such PARTS are in good and usable condition, not obsolete, which are currently offered for sale by CLARX. Xxere shall be deducted from the repurchase price of PARTS a charge to cover handling, freight, and restocking equal to ten percent (10%) of the basic repurchase price. To the extent that applicable law differs from this Agreement and shall retain control section, this section is deemed modified to the extent necessary to comply. 23.4 DEALER shall, within ten (10) days after the date of expirations. If you have not paid or provided acceptable collateral or security for undisputed amounts owed by you to us under termination of this Agreement, upon furnish to CLARX x xist of its inventory of PRODUCTS and PARTS which are to (or in the case of PARTS, may) be purchased by CLARX xxxsuant to Section 23.3 hereof. The purchase provided for in this Section 23 shall be made within thirty (30) days’ prior written notice to youdays after the receipt by CLARX xx such list. DEALER shall carefully pack, box or crate in a safe and proper manner, at DEALER's expense, and promptly ship such PRODUCTS and PARTS in accordance with an opportunity to cure, then use shipping instructions issued by CLARX xx DEALER at CLARX'x xxxense. CLARX xxxll bear the cost of shipment of PRODUCTS and control DEALER shall bear the cost of only such minimum expirations as are necessary to satisfy shipment of PARTS and the debt shall vest exclusively with us until such time as cost of preparing the undisputed debt shall have been satisfiedlist of its inventory of PRODUCTS and PARTS. You The PRODUCTS and PARTS so delivered shall be entitled subject to receive the prevailing rate inspection by CLARX xxx payment therefor shall be made or credited within fifteen (15) days of commission in effect for renewal premiums for each Program under which you solicit business immediately prior to terminationfinal acceptance by CLARX. B. If 03.5 Upon termination of this Agreement is terminated pursuant AGREEMENT, CLARX xxxll repurchase from DEALER and DEALER shall sell to CLARX XXXLER's product identification cards (all sets), complete CLARX xxxtomer sales files (including quote logs) for the surrenderprevious twelve (12) months and in the event CLARX xxxrcises its option to repurchase PARTS, cancellationinventory control and disbursement records of PARTS, suspension, non- renewal for a price of your license, abandonment One Thousand Dollars ($1,000.00). DEALER may retain one (1) copy of your business, acts each of fraud or misrepresentation, willful misconduct, or due to the sale or other transfer of your agency or book of business written through us without our prior written consent, we shall have the right, at our option and sole discretion, to move the book of business including all renewal rights to another producer who shall thereafter items repurchased by CLARX. 03.6 CLARX xxxll have the right to withhold from the price of any PRODUCTS or PARTS repurchased pursuant to Section 23.3 a sum sufficient to discharge any liens, encumbrances, charges or claims against such assets and shall have the right to discharge such liens, encumbrances, charges or claims. DEALER shall execute any appropriate documentation and take any additional action reasonably requested by CLARX xx transfer ownership of such PRODUCTS and PARTS free and clear of such liens, encumbrances, claims and charges. 23.7 Upon termination of this Agreement, DEALER shall immediately discontinue the use of all CLARX xxxdemarks and trade names, including immediately removing from its salesrooms and service said book facilities, including buildings and earn commissions vehicles, and from signs, letterheads, business cards, telephone directory advertising, and other advertising and promotional materials, all references to CLARX xxx CLARX xxxdemarks and trade names and shall not thereafter use any deceptively similar name or trademark tending to give the impression that the relationship between CLARX xxx DEALER still exists. Furthermore, DEALER shall immediately return to CLARX, xxether or not paid for services performed after by DEALER, at CLARX'x xxxense, without charge, all materials supplied by CLARX, xxcluding without limitation, any and all CLARX xxxtomer lists, sales records, instruction books, circulars, Sales and Product Information Manuals, Dealer Information System Manuals, parts cross-reference manuals, sales aids such as audio visual media, interactive programming, computer assisted learning devices, all parts books, microfilm, cassettes, price books, microfiche, maintenance manuals, service bulletins, and other publications of CLARX xxx its affiliates relating to PRODUCTS and PARTS. DEALER may retain one (1) copy of each of CLARX'x xxxtomer lists and sales records. 23.8 The termination of this AGREEMENT shall not release DEALER or CLARX xxxm the date upon which your license was terminated, suspended, surrendered or non-renewed, or after the date payment of the sale or transfer of your agency or book of business, as well as commissions on renewals after said dates in place and lieu of commissions paid to youany sum then owing.

Rights After Termination. A. 15.1 Upon and after the termination of this Agreement:, each party shall continue to observe its respective obligations which shall survive the termination of the Agreement, including the obligations in Section 1.5; LICENSEE shall continue to observe its obligations with respect to Products owned or possessed by LICENSEE; and LICENSOR shall continue to observe the obligation set forth in section 15.2. 1. Your authority under 15.2 Except in cases where LICENSEE terminates this Agreement ends; 2. We may notify Insureds of non-renewal pursuant to the terms of any contract of insurance and/or any applicable statutes or regulations. 3. You will promptly return or destroy (without cause, in the sole discretion of us and Continental), to event that following the extent reasonably requested in writing, all our and Continental’s manuals, forms, records, materials, applications, rate guides, underwriting guidelines, Program materials, software, and any other property we or Continental furnished to you pursuant to this Agreement; 4. All in-force policies and renewals will continue to their normal expiration, subject to their terms; 5. If you have accounted for and paid all premiums and other sums due to us in accordance with the terms termination of this Agreement LICENSOR either (a) permits Products to be sold or distributed in the Territory by a party other than LICENSEE, or (b) permits a party other than LICENSEE to provide service in the Territory with respect to any Products distributed, sold, or sublicensed by LICENSEE, then in either event the LICENSOR or its designee (the "Purchaser") may purchase inventory and if you such other assets, in good and marketable condition, as agreed by both parties which are not part of or relate to the System within the Territory, including, items such as: VTCs, the VACs, VATs, VLUs (the "Designated Assets"). The price which purchaser shall pay for such Assets shall be by mutual agreement between the LICENSOR and LICENSEE. The closing of the sale shall occur in Boston, Massachusetts. At such closing, the Purchaser shall pay in cash to LICENSEE the price set forth above for all of the Designated Assets and LICENSEE shall execute and deliver such agreements (including without limitation an Asset Purchase Agreement containing such reasonable representations and warranties and other terms and conditions as the Purchaser may require), instruments and other documents as are necessary to transfer to the Purchaser the Designated Assets which the Purchaser is acquiring, free and clear of all liens, encumbrances and restrictions (unless otherwise in default agreed to by the Purchaser). 15.3 Immediately upon the expiration or violation earlier termination of this Agreement, you LICENSEE shall remain Broker cease and forever abstain from using the Trademarks and to deliver to LICENSOR all documents, instructions, display items, and the like bearing any of Record the Trademarks. To the extent that such items were originally purchased from LICENSOR, are in original packaging and can be used by LICENSOR, upon any such termination LICENSOR may buy from and pay LICENSEE a price for your accounts such items, and the price shall be mutually agreeable between the LICENSOR and LICENSEE. 15.4 To the extent permitted under this Agreement and shall retain control the laws of expirations. If you have not paid the Territory immediately upon the expiration or provided acceptable collateral or security for undisputed amounts owed by you to us under earlier termination of this Agreement, upon thirty (30) days’ prior written notice LICENSEE shall assign to youLICENSOR, with an opportunity free and clear of all liens, encumbrances, and restrictions, permits to cure, then use and control of only such minimum expirations as are necessary to satisfy operate the debt shall vest exclusively with us until such time as the undisputed debt shall have been satisfied. You shall be entitled to receive the prevailing rate of commission in effect for renewal premiums for each Program under which you solicit business immediately prior to termination. B. If this Agreement is terminated pursuant to the surrender, cancellation, suspension, non- renewal of your license, abandonment of your business, acts of fraud or misrepresentation, willful misconduct, or due to the sale System by any governmental authority or other transfer of your agency or book of business written through us without our prior written consent, we shall have the right, at our option and sole discretion, to move the book of business including all renewal rights to another producer who shall thereafter have the right to service said book and earn commissions for services performed after the date upon which your license was terminated, suspended, surrendered or non-renewed, or after the date of the sale or transfer of your agency or book of business, as well as commissions on renewals after said dates in place and lieu of commissions paid to youregulatory bodies.

Rights After Termination. A. Upon and after the expiration or termination of this Agreement: 1. Your all authority under given to BROKER by this Agreement ends; 2. We WHOLESALER may notify Insureds policyholders of non-renewal pursuant to the terms expiration or termination of any contract of insurance and/or any applicable statutes or regulations.this Agreement; 3. You BROKER will promptly return or destroy (in the sole discretion all of us and Continental), to the extent reasonably requested in writing, all our and Continental’s manuals, forms, records, materials, applications, rate guides, underwriting guidelines, Program materialsUnderwriting and Processing Rules and Procedures, software, and any other property that we or Continental have furnished to you pursuant to this Agreementyou; 4. All in-all in force policies and renewals will continue to their normal expiration, expiration subject to their terms; 5. If you have accounted except as otherwise provided, BROKER’S records and the use and control of expirations of the business produced by BROKER shall remain your property and shall be left in your undisputed possession; 6. notwithstanding paragraph e of this section, the ownership of the records and the use and control of expirations and the goodwill relating thereto shall be vested in us in the event that this Agreement is terminated because: a. BROKER has failed to timely account for and paid remit all premiums monies due and other sums due owning to WHOLESALER; b. BROKER has abandoned his/her business or otherwise have ceased to service our insureds; or c. BROKER has had his/her license suspended or revoked by the New York Insurance Commissioner. In such event, WHOLESALER shall have the rights of the holder of a security interest granted by law, including but not limited to the rights of foreclosure to effectuate such security interest, and BROKER hereby agrees to peaceably surrender possession of such records to us upon demand. Notwithstanding the foregoing, unless otherwise notified by WHOLESALER in accordance with writing, the terms of this Agreement BROKER will continue to have authority to submit requests for endorsements to policies and if you are not otherwise in default renewals outstanding after the expiration or violation termination of this Agreement, you shall remain Broker of Record for your accounts under and BROKER may retain necessary Company materials to exercise this Agreement and shall retain control of expirations. If you have not paid or provided acceptable collateral or security for undisputed amounts owed by you to us under this Agreement, upon thirty (30) days’ prior written notice to you, with an opportunity to cure, then use and control of only such minimum expirations as are necessary to satisfy the debt shall vest exclusively with us until such time as the undisputed debt shall have been satisfied. You shall be entitled to receive the prevailing rate of commission in effect for renewal premiums for each Program under which you solicit business immediately prior to terminationauthority. B. If this Agreement is terminated pursuant to the surrender, cancellation, suspension, non- renewal of your license, abandonment of your business, acts of fraud or misrepresentation, willful misconduct, or due to the sale or other transfer of your agency or book of business written through us without our prior written consent, we shall have the right, at our option and sole discretion, to move the book of business including all renewal rights to another producer who shall thereafter have the right to service said book and earn commissions for services performed after the date upon which your license was terminated, suspended, surrendered or non-renewed, or after the date of the sale or transfer of your agency or book of business, as well as commissions on renewals after said dates in place and lieu of commissions paid to you.