Rights and Obligations on Expiration or Termination. Upon termination or expiration of this Agreement for any reason whatsoever the following provisions shall apply (if the rights and obligations under Section 2.1 are terminated with respect to any country or Region in the Territory in accordance with this Agreement the following provisions shall apply to such country or Region of the Territory):
(a) To the extent permitted under Applicable Law, Purchaser shall provide to Manufacturer within thirty (30) days a complete listing of all Government Approvals and shall comply with Section 5.2(f) hereof with respect thereto.
(b) After the date which is three (3) months from the date of termination or expiration, Purchaser shall cease to promote, market or advertise the Products. Purchaser and Manufacturer shall each cooperate with the other in an orderly winding up of their respective dealings.
(c) Except in the event of termination of this Agreement by Purchaser in accordance with Section 10.2, Purchaser shall within thirty (30) days of expiration or receipt of notice of termination by Manufacturer certify to Manufacturer the destruction at its own expense of all Promotional Materials relating to the Products then in the possession of the Purchaser, any Purchaser Distributor (or any subdistributor thereof) and shall, if requested by Manufacturer, return, at its own expense, all samples of Products if such samples have been provided free of charge to Purchaser.
(d) In the event of termination of this Agreement by Manufacturer in accordance with Section 10.2, at Manufacturer's option, outstanding unpaid invoices rendered by Manufacturer in respect of the Products shall become immediately due and payable by Purchaser and invoices with respect to Products ordered prior to termination but for which an invoice has not been submitted shall be payable immediately upon submission of the invoice. In any event, Purchaser shall continue to pay all amounts due hereunder prior to the effective date of termination and all amounts due thereafter including amounts in respect of the Product ordered by Purchaser prior to the date of termination and delivered by Manufacturer.
(e) To the extent applicable, Purchaser shall provide the FDA Tracking Information in the form and within the time limits specified in this Agreement.
(f) Purchaser shall provide Manufacturer with such information regarding patients in whom the Products have been implanted and at such times as reasonably necessary to allow Manufacturer to service such Products ...
Rights and Obligations on Expiration or Termination. Except to the extent expressly provided to the contrary, the following provisions shall survive the termination of this Agreement: Article I, Section 3.5(e), Article V, this Section 6.7 and Articles VII and VIII. Any rights of Seller to payments accrued through termination as well as obligations of the parties under firm orders for purchase and delivery of Seller Solutions at the time of such termination shall remain in effect, except that in the case of termination under Section 6.6, the terminating party may elect whether obligations under firm orders will remain in effect and except that Seller will have no obligation with respect to Delivery Dates more than six (6) months after termination.
Rights and Obligations on Expiration or Termination. Except to the --------------------------------------------------- extent expressly provided to the contrary, the following provisions shall survive the termination of this Agreement: Sections 3.6.3-3.6.7, Section 3.9, Section 5, Section 6, Section 7.7, Section 8, Section 9 and Section 11. Any rights of ATS to payments accrued through termination as well as obligations of the parties under firm purchase orders for purchase and delivery of ATS Solutions at the time of such termination shall remain in effect, except that in the case of termination under Section 7.5, ATS may elect whether obligations under firm purchase orders will remain in effect. ATS shall have the option, in its sole discretion, to repurchase from Buyer all or any portion of Buyer's remaining inventory of ATS Solutions at the Purchase Price paid by Buyer (the "Repurchase Right"). If ATS does not exercise its Repurchase Right or does not repurchase all of Buyer's inventory of ATS Solutions within thirty (30) days of termination of this Agreement, then Buyer shall, at ATS' written request, destroy all remaining inventory of ATS Solutions. Upon termination or expiration of this Agreement, each party shall cease all use of the Confidential Information of the other party and, at the direction of the other party, either return to the other party or destroy any and all such Confidential Information.
Rights and Obligations on Expiration or Termination. Except --------------------------------------------------- to the extent expressly provided to the contrary, the following provisions shall survive the termination of this Agreement: Sections 3.6.3-3.6.6, Section 3.9, Section 5, Section 6, Section 7.8, Section 8, Sections 9.4-9.9 and Section 10. Any rights of ATS to payments accrued through termination as well as obligations of the parties under firm purchase orders for purchase and delivery of ATS Nutrient Solution at the time of such termination shall remain in effect, except that in the case of termination under Section 7.5, the terminating party may elect whether obligations under firm purchase orders will remain in effect. [**
Rights and Obligations on Expiration or Termination. The provisions of Sections 5, 6, and 8 of this Agreement shall survive the termination or expiration of this Agreement. In addition, any rights of Cabot to, and obligations of CMC to make, payments accrued through the date of such termination, as well as obligations of the Parties under firm orders for purchase and delivery of Unit C Fumed Alumina at the time of such termination shall remain in effect after the termination or expiration of this Agreement.
Rights and Obligations on Expiration or Termination. 9.5.1 Termination by either DYNACURE or ICM on behalf of the Co-Owners pursuant to this Article 9 shall not prejudice any other remedy that a Party might have. Termination of this Agreement for any reason shall not release any Party hereto from any liability which, at the time of such termination, has already accrued to the other Party(ies) or which is attributable to a period prior to such termination, nor preclude any Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement.
9.5.2 Upon termination of this Agreement by any Party (but not upon mere Expiration), at ICM’s written request (acting on behalf of the Co-Owners), DYNACURE shall, at ICM’s sole option (acting on behalf of the Co-Owners), either return to ICM acting on behalf of the Co-Owners or destroy all its supplies of Licensed Materials, and shall cause any supplies of Licensed Materials held by or for its Affiliates or Sublicensees to be returned or destroyed, and, in case of destruction, shall promptly thereafter confirm such destruction in writing to ICM acting on behalf of the Co-Owners.
9.5.3 Upon any termination of this Agreement for any reason (but not upon mere Expiration), DYNACURE, on the one hand, and the Co-Owners on the other hand, shall promptly return to the other or destroy (with certification of destruction), at the other Party’s sole option (either at the option of DYNACURE, or ICM acting on behalf of the Co-Owners as appropriate), all Confidential Information (other than Licensed Materials which are subject to Section 9.5.2. above) received from the other Party(ies) (either from DYNACURE or [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. the Co-Owners as appropriate); except one copy of which may be retained in a limited access file (i) for purposes of monitoring its ongoing confidentiality obligations hereunder, (ii) to comply with any applicable regulatory requirements, and/or (iii) for the purpose of satisfying its obligations and exercising its rights under this Agreement which survive its Expiration/termination, subject in any case to compliance by such Party(ies) of its(their) confidentiality obligations as set out in Article 7 above.
9.5.4 Upon termination of this Agreement for any reason (but not upon mere Expiratio...
Rights and Obligations on Expiration or Termination. In the event of expiration or termination of this Agreement for any reason in accordance with the terms of this Agreement, the Parties shall have the following rights and obligations and as otherwise provided in this Agreement:
(a) Upon expiration or termination of this Agreement for any reason,
(i) Each Party shall sign such documents and perform such acts as reasonably needed to perfect ownership in Joint Inventions, patent applications and patents owned by the other Party as reasonably requested by such other Party and at such other Party’s expense.
(ii) Each Party shall review Joint Inventions still subject to disposition as of the expiration or termination of this Agreement and shall enter into good-faith negotiations together to determine a course of action regarding such Joint Inventions consistent with the terms herein.
(b) The definitions contained in this Agreement and Transoma’s and Mednet’s rights and obligations pursuant to Sections 5.3 (Rights and Obligations on Expiration or Termination), 10.2 (Non-Solicitation) and 10.3 (Disputes) and Articles 4 (Intellectual Property), 6 (Indemnification), and 8 (Confidential Information) shall survive the expiration or termination of this Agreement together with and any other provision hereof or of any schedule or exhibit hereto which, by its terms, is intended to survive such expiration or termination.
(c) Upon expiration or termination, Mednet retains no license to, shall cease to use, and shall return or destroy all materials and software provided to Mednet by Transoma, including, but not limited to, software for analysis [******].
(d) In the event Transoma non-renews or terminates this Agreement as a result of the acquisition of either Party by a third party, Mednet shall continue to enroll patients under the Commercialization Statement of Work at Transoma’s request for up to one year following the effective date of such expiration or termination (the “Stop Date”). Mednet shall provide monitoring for all patients enrolled as of the Stop Date for the life of their respective implanted devices.
Rights and Obligations on Expiration or Termination. Except to the extent expressly provided to the contrary, the following provisions shall survive the termination of this Agreement: all warranty, infringement, confidentiality, arbitration, and liability obligations and limitations, and those terms which by their nature are intended to survive, will survive. Any rights of Symbios to payments accrued through termination as well as obligations of the Parties under firm orders placed prior to termination, the terminating Party may elect whether obligations under firm orders will remain in effect and except that Symbios will have no obligation with respect to Delivery Dates more than six (6) months after termination.
Rights and Obligations on Expiration or Termination. Except to the extent expressly provided to the contrary, the following provisions shall survive the termination of this Agreement: ARTICLE III, ARTICLE IV, ARTICLE V, this Section 6.3, ARTICLE VII, ARTICLE VIII
Rights and Obligations on Expiration or Termination. (i) In the event of a Termination for Cause, the terminating Party may also be entitled to damages subject to the limitations of Article 10 and this Section 7.3. To the extent termination is in connection with a Payment Breach, MagneGas may, at its option, make demand for the sums due and owing and shall retain any partial payments of the Purchase Price as liquidated damages.
(ii) In the event of a Termination Without Cause under Section 7.1(i) due to MagneGas’s inability to perform, MagneGas shall promptly refund all amounts paid it by TALON under this Agreement (subject to retention of any partial payments of the Purchase Price which are non-refundable).
