Rights and Obligations on Termination. In the event of termination of this Agreement pursuant to any part of paragraph 18.1 above, the parties shall have the following rights and obligations:
Rights and Obligations on Termination. In the event of the termination of this agreement pursuant to Section 2.2, solely as it applies to services provided or received between such parties, a Provider will have the right to terminate any or all Services provided to a Recipient. Such Recipient shall bear sole responsibility for obtaining replacement services, and such Provider shall bear no liability for such Recipient’s failure to obtain such service or for any difficulties in transitioning from the Services to such replacement service.
Rights and Obligations on Termination. (a) Termination by either Party pursuant to this Article 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 or which is attributable to a period prior to such termination nor preclude either 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.
(b) Upon termination or expiration of this Agreement or by Crucell exercising either of its rights under Section 17.5 by either Party for any reason, at Crucell’s written request and option, BN and its Affiliates shall either: (i) destroy all Crucell Materials they have (Derivatives thereof) and destroy all documents containing Crucell Know How; or (ii) deliver and/or return to Crucell such Crucell Materials and Crucell Know How.
(c) Upon termination of this Agreement by either Party for any reason, at BN’s written request and option, Crucell and its Affiliates shall either: (i) destroy all BN Materials they have (Derivatives thereof) and destroy all documents containing BN Know How; or (ii) deliver and/or return to BN such BN Materials and BN Know How.
(d) In the event that this Agreement is terminated for any reason other than expiration of the Royalty Term, then all licenses granted by either Party hereunder shall immediately terminate with the sole exception of the license granted under Section 9.3, and then BN will be free to conclude licenses with any other entity concerning a Multivalent MVA Vector, the Multivalent MVA-BN Vector and a Monovalent MVA Vector. The foregoing shall not apply to licenses granted to Crucell (which licenses to Crucell shall continue pursuant to the continuing provisions of this Agreement under Section 17.5) if Crucell exercises its CoC Option pursuant to Section 17.5.
(e) Upon any termination of this Agreement by one or both Parties for any reason, both Parties shall without undue delay return to the other all Confidential Information including Technology received from the other (except one copy of which may be retained for archival purposes), except that a Party shall not be required to return Confidential Information including Technology to the other for which it has been granted rights under this Agreement that continues after termination . The foregoing shall not apply to the Confidential Information received from ...
Rights and Obligations on Termination. In the event of termination of this Agreement pursuant to Section 12.1 above, the parties shall have the following rights and obligations:
(a) Termination of this Agreement shall not release either party from the obligation to make payment of all amounts then due and payable.
(b) In the event of termination under Section 12.1(c), Company will purchase from Contractor all scheduled Finished Goods and Materials inventory affected by termination. Contractor agrees, in the event of termination under Section 12.1 (c) to, (i) immediately terminate all open purchase orders for Materials, (ii) pursue the return for refund or credit of Materials already received but not in Manufacture, and (iii) follow all reasonable instructions to minimize the cost of such termination to Company.
(c) In the event of termination under Section 12.1, Contractor shall return all of Company's Materials, documents, Provided Equipment and supplies via ship method requested by Company. The shipping cost will be at the expense of the Company.
(d) Contractor's obligation under Section 8 will still be enforced notwithstanding termination of this Agreement.
Rights and Obligations on Termination. (a) Except as otherwise provided in Section 8.2(b) below, if this Agreement is terminated as provided in Section 8.1, this Agreement shall forthwith become void, the Escrow Agent shall return the Deposit to Purchaser, and there shall be no liability or obligation on the part of any Party or their respective officers, directors, partners, members, shareholders, principals, agents or representatives.
(b) Notwithstanding the provisions of Section 8.2(a) above:
(i) if this Agreement is terminated and abandoned pursuant to Section 8.1(c), due to a material breach or material default by the Purchaser under any of its express or implied covenants and obligations hereunder, then the Seller shall be entitled to the Deposit, which will constitute payment in full payment of liquidated damages of the Seller, and which shall be the Seller’s sole and exclusive remedy.
(ii) if this Agreement is terminated and abandoned pursuant to Section 8.1(b) due to a material breach or material default by the Seller under any of its express covenants and obligations hereunder, then the Purchaser, at its sole discretion, may seek specific performance or reimbursement by the Seller of its reasonable out of pocket costs not to exceed $250,000.00. The Seller agrees that it is estopped from subsequently asserting in any action to enforce the provisions of the covenants contained herein that the Purchaser has an adequate remedy at law and therefore is not entitled to specific performance or injunctive relief.
(c) The Parties acknowledge and agree that the rights and obligations set forth in this Section 8.2 shall not in any way affect or limit the respective rights and obligations of the Parties that arise out of, and survive, the Closing of the Transaction, including the provisions of Section 6 above.
Rights and Obligations on Termination. Unless otherwise specifically provided in this Agreement, the termination of this Agreement shall not affect (a) the rights of either Party with respect to liability or claims accrued, or arising out of events occurring prior to the date of the termination of this Agreement, or (b) specific rights which this Agreement provides shall survive termination. Upon the termination of this Agreement for any reason under this or any other Article contained herein, the following provisions, which shall survive termination of this Agreement, shall be applicable in addition to, and without limiting any other rights of Owner or the applicable Manager pursuant to this Agreement or at law or equity:
Rights and Obligations on Termination. In the event of termination of this Agreement for any reason, the parties shall have the following rights and obligations:
(i) Neither party shall be released from the obligation to make payment of all amounts then or thereafter due and payable in respect of the Term prior to such termination as otherwise herein provided.
(ii) Except as provided in Section 14.6, Celltech shall cease to market, promote, sell and distribute the Product and shall return to Orphan Medical, at Celltech’s expense, all copies of promotional and technical materials and artwork provided by Orphan Medical; provided, however, that if this Agreement is terminated by Celltech pursuant to Section 14.2(b), Orphan Medical shall pay all expenses related to such return of materials and artwork;
(iii) Orphan Medical may, if Celltech elects not to pursue its sell-off rights under Section 14.6, repurchase Celltech’s inventory of non-obsolete and non-expired Product at the price paid by Celltech for such Product or direct Celltech to sell them to the Third Party or parties selected by Orphan Medical at the price paid by Celltech; provided, however, that if this Agreement is terminated by Celltech pursuant to Section 14.2(b), Orphan Medical must repurchase such inventory at the price paid by Celltech if Celltech elects not to pursue its sell-off rights under Section 14.6;
(iv) Celltech shall return or, if requested by Orphan Medical, destroy all of Orphan Medical’s Proprietary Information, including, if applicable, all electronic copies thereof and shall certify in writing that it has done so; and
(v) Celltech shall comply with the provisions of Section 10.4 regarding the assignment to Orphan Medical of trademark and/or patent rights registrations filed in Celltech’s name.
Rights and Obligations on Termination. In the event of termination of this Agreement for any reason, the parties shall have the following rights and obligations:
(a) Neither party shall be released from the obligation to make payment of all amounts then or thereafter due and payable;
(b) The following Sections and Articles shall survive any termination or expiration of this Agreement: Sections 1.3, 1.4 (but only to the extent Distributor is obligated to indemnify Keystone), 2.3, 2.6, 2.7, 2.8, 2.11, 2.13 and Sections 5, 6, 7, 8, 9, 10, 11 and 12;
(c) Distributor shall return to Keystone, at Distributor’s expense, all copies of Promotional Literature;
(d) Distributor shall assign to Keystone, without charge or expense to Keystone, any and all of Distributor’s rights to local registrations in the Territory pertaining to the Products;
(e) Distributor shall cease to distribute the Products and in connection therewith, Keystone may, at its option, (i) repurchase some or all of Distributor’s inventory of non-obsolete and non-expired Products at the price paid by Distributor for such Products or direct Distributor to sell them to the third party or parties selected by Keystone, (ii) permit Distributor to continue to sell and distribute some or all of the Products in Distributor’s inventory for a limited period of time in accordance with terms and conditions to be set forth by Keystone in its sole discretion and/or (iii) repurchase some or all of Distributor’s demonstration and loaner products. In the event that Keystone elects to repurchase from Distributor some or all of Distributor’s inventory of Products pursuant to Section 10.4(e)(1)., such repurchase shall be at the net price paid by Distributor for the Products and, upon tender by Keystone of the required repurchase price, Distributor shall be obligated to promptly deliver such Products to Keystone; provided, however, that Keystone shall have the right to reject and not accept for delivery any Product not in salable condition or any Product which is open or not in its original, unmarked Keystone packaging. For the avoidance of doubt, the parties hereto expressly agree that Keystone shall not be obligated to accept for delivery any Product delivered to Keystone in accordance with Section 10.4(e)(i) above if changes, alterations or modifications (including, without limitation, overlabelling) have been made to Keystone’s originally issued, unmarked packaging.
(f) Each party shall return or, if requested by the other party, destroy all confidential ...
Rights and Obligations on Termination. Termination of this Agreement shall not release either party from the obligation to make payment of all amounts previously due and payable, or which become due and payable due to termination of this Agreement.
Rights and Obligations on Termination. If this Agreement is terminated for any reason, the parties shall have the following rights and obligations:
(a) Termination of this Agreement shall not release either party from the obligation to make payment of all amounts then or thereafter due and payable;
(b) All licenses granted pursuant to Article 5, and the respective licensee's rights and obligations thereunder, shall automatically terminate; and
(c) The parties' respective rights and obligation under Articles 7, and 9 through 12, and Sections 8.3 and 8.4 shall survive termination of this Agreement.
