Rights and Obligations on Termination or Expiration. 12.3.1 Except as provided below termination or expiration of this Agreement shall not release either party from the obligation to make payment of all amounts then or thereafter due and payable. RESELLER shall be released from the minimum commitment obligation to FAST as specified in Section 7.3 if i) this Agreement is termination by RESELLER for cause pursuant to Section 12.2.1 or ii) this Agreement is terminated by FAST upon 90-days written notice pursuant to Section 12.2.2.
12.3.2 Upon termination or expiration of this Agreement, RESELLER shall: (1) immediately return to FAST or destroy (i) all media containing the Products; (ii) all originals and copies of the Products, manuals, Documentation, product literature, fee schedules, and other written materials provided by FAST; or (iii) all Confidential Information and other property of FAST, provided that such materials or information are in RESELLER’s possession or under its control; (2) immediately discontinue holding itself out as a distributor of the Products, shall destroy all advertising and promotional materials in its possession or control bearing any Trademarks, and shall remove all signs bearing Trademarks or otherwise identifying RESELLER as a representative of FAST; and (3) deliver to FAST a document executed on behalf of RESELLER certifying RESELLER’s compliance with this Section.
12.3.3 Termination or expiration of this Agreement does not affect any sublicenses granted by RESELLER to Customers in accordance with this Agreement. However, in the event of such termination or expiration, FAST shall have the option of assuming first tier support for all then-current Customers, and RESELLER shall in such event refund to FAST a prorata share of all maintenance and support fees collected from such Customers, based on the time remaining in such Customers’ then-current maintenance and support term.
Rights and Obligations on Termination or Expiration. Unless expressly provided to the contrary, the provisions of Sections 2.1(g), 2.3, 2.7, 3.4, 5.7, 7.4, 7.5, 9.1(c), 9.1(e), 13.4, 13.5, 13.6, 13.7, 17.4, 17.5, 17.6, 17.8, and 17.11, and Articles VIII, X, XI, XII, XIV and XV shall survive the termination of this Amended and Restated Worldwide Agreement and shall expire on their own terms, or if no expiration is expressly indicated therein, shall continue indefinitely.
Rights and Obligations on Termination or Expiration. If this Agreement is terminated or expires 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 due and payable;
(b) If this Agreement expires as provided in Section 11.1 or if it is terminated by MGI pursuant to Section 11.2, the license granted under Section 3.1 shall continue on a fully paid-up, irrevocable and perpetual basis. If this Agreement is otherwise terminated, the license granted under Section 3.1 shall terminate and MGI shall return to ILEX any ILEX Know-How relating to the Products that MGI initially received from ILEX, and if ILEX terminates this Agreement pursuant to Section 11.2 or MGI terminates this Agreement pursuant to Section 11.4, ILEX shall have a right of first negotiation to obtain a license to any patent rights and know-how developed by MGI during the term of this Agreement and relating directly to the Products, on such terms as the parties may the agree; and
(c) Each party's respective obligations of indemnification under Article 9 (as provided in Section 9.3), of non-use and non- disclosure under Article 10 (as provided in Section 10.4) and to settle all disputes, controversies or claims under Article 12 (as provided in Section 12.6) shall survive such termination or expiration of this Agreement.
Rights and Obligations on Termination or Expiration. 12.3.1 Termination or expiration of this Agreement shall not release either party from the obligation to make payment of all amounts then or thereafter due and payable.
12.3.2 Upon termination or expiration of this Agreement, RESELLER shall: (1) immediately return to [*] or destroy (i) all media containing the Products; (ii) all originals and copies of the Products, manuals, Documentation, product literature, fee schedules, and other written materials provided by [*]; or (iii) all Confidential Information and other property of [*], provided that such materials or information are in RESELLER’s possession or under its control; (2) immediately discontinue holding itself out as a distributor of the Products, shall destroy all advertising and promotional materials in its possession or control; and (3) deliver to [*] a document executed on behalf of RESELLER certifying RESELLER’s compliance with this Section.
Rights and Obligations on Termination or Expiration. 11.3.1 Termination or expiration of this Agreement shall not release either party from the obligation to make payment of all amounts then or thereafter due and payable, nor does it waive any other rights or remedies either party may have under this Agreement.
11.3.2 Upon termination or expiration of this Agreement, Client shall: (1) immediately return to Software Owner or destroy (i) all media containing the Products; (ii) all originals and copies of the Products, manuals, Documentation, product literature, fee schedules, and other written materials provided by Software Owner; and (iii) all Confidential Information and other property of Software Owner, provided that such materials or information are in Client’s possession or under its control;
Rights and Obligations on Termination or Expiration. Termination or expiration of this Agreement shall not release the parties from their obligations under this Agreement that have accrued prior to termination or expiration. Any Purchase Orders submitted pursuant to Section 4 prior to termination or expiration shall be fulfilled by EPMP LLC unless otherwise agreed by the parties.
Rights and Obligations on Termination or Expiration. (a) Unless expressly provided to the contrary, the provisions of Sections 3.6 and 5.3 and Articles III-A, IV, VI-A, VII, VIII, IX and XI shall survive the termination of this Amended and Restated Agreement. In the event that termination by either party results in the termination of rights to Daclizumab or other Licensed Products and the reversion or transfer of such rights to the other party, then the party whose rights are terminated shall act in good faith using commercially reasonable efforts to transfer any and all information, data and materials with the goal of providing minimal disruption in the marketing and sale of Daclizumab or other Licensed Product, as the case may be.
(b) In the event of termination (i) by X. Xxxxx pursuant to Section 7.3 or (ii) by PDL for default by X. Xxxxx pursuant to Section 7.4, then effective as of the date of termination, X. Xxxxx hereby grants to PDL an exclusive, fully-paid license under the Roche Patents, Roche Know-How, and X. Xxxxx'x rights under any Joint Roche-PDL Patents and Joint Inventions to make, have made, use and sell Daclizumab or other such Licensed Products in the ROW Territory.
Rights and Obligations on Termination or Expiration. If this Agreement is --------------------------------------------------- terminated or expires for any reason, the parties shall have the following rights and obligations:
(a) Termination or expiration of this Agreement shall not release either party from the obligation to make payment of all amounts then due and payable;
(b) MGI shall be entitled to receive its share of Profits accruing prior to the effective date of such termination or expiration and for the one (1) year period thereafter, as set forth in Section 9.1 above; provided, however, that if Schein terminates this Agreement for (i) MGI's failure to meet at least ninety percent (90%) of its pro rata quarterly detailing requirements as set forth in Exhibit A for two (2) consecutive quarters or (ii) MGI's misbranding or misrepresentation of the Product or other action or failure to act by MGI, which misbranding, misrepresentation, action or failure to act has a material adverse impact on Net Sales in the Field, the following shall apply: (A) if MGI has made less than eighty percent (80%) of the detail calls required hereunder in the twelve (12) month period immediately preceding termination or if MGI has misbranded or misrepresented the Product or otherwise committed an act or failed to act, which misbranding, misrepresentation, action or failure to act has had a material adverse impact on Net Sales in the Field, MGI shall not be entitled to receive its share of Profits for such one (1) year period after termination, and (B) if MGI has made less than ninety percent (90%) but more than eighty percent (80%) of the detail calls required during such twelve (12) month period, MGI shall be entitled to receive its share of Profits for such one (1) year period, but such amount shall be reduced by one percent (1%) for each percentage by which MGI's actual detailing efforts are less than one hundred percent (100%) of MGI's detailing requirements for such period all in accordance with the provisions of Section 9.3;
(c) Each party's respective obligations of non-use and non-disclosure under Article 11 shall survive as provided in Section 11.4;
(d) Each party's respective obligations of indemnification under Article 10 (as provided in Section 10.3) and rights and obligations under Section 9.4 shall survive such termination or expiration of this Agreement; and
(e) Upon any termination or expiration of this Agreement, MGI shall transfer and assign to Schein all of MGI's right, title and interest in and to any sal...
Rights and Obligations on Termination or Expiration. (a) Unless expressly provided to the contrary, the provisions of Sections 3A.2, 3A.7, 3A.8(e), 4B.3, 5.2, 5.3 and 7.2 and Articles V, VIII, X, XII, XIII and XV shall survive the termination of this Amended and Restated Agreement.
(b) In the event that termination by either party results in the termination of rights to Daclizumab or Licensed Products and the reversion or transfer of such rights to the other party, then upon written request of the other party, the party whose rights are terminated shall act in good faith using commercially reasonable efforts to (1) at no cost to the transferee promptly transfer and assign to the other party all related regulatory filings, regulatory approvals and clinical data and (2) at [CONFIDENTIAL TREATMENT REQUESTED], provide sufficient supply of Daclizumab or Licensed Products, as the case may be, for a period of time reasonably required to prevent disruption of clinical development and market disruption.
(c) In the event that in a given country of the Territory Roche terminates this Agreement pursuant to Section 11.3 or PDL terminates this Agreement due to default by Roche pursuant to Section 11.4, then effective as of the date of termination, for the given country PDL shall have a fully-paid, sole and exclusive license under the Roche Know-How and Roche Patents to make, have made, use and sell Licensed Products in the Field in the Territory.
(d) In the event that in a given country of the Territory Roche terminates this Agreement pursuant to Section 11.4 due to default by PDL pursuant to Section 11.4, then effective as of the date of termination, for the given country Roche shall have a fully-paid, sole and exclusive license under the PDL Know-How and PDL Patents to make, have made, use and sell Licensed Products in the Field in the Territory.
Rights and Obligations on Termination or Expiration. On termination --------------------------------------------------- or expiration of the Agreement for any reason, Franchisee shall:
(a) Render to Franchisor within ten days of the date of expiration or termination, a final accounting for the Franchised Business and pay to Franchisor all payments due or to become due to Franchisor, its parent, subsidiaries or affiliates pursuant to this Agreement, including all Continuing Fees or other payments specified in Section 5.4 hereof to the end of the then current term of this Franchise Agreement and all damages arising out of or related to the termination, which obligation shall be a lien in favor of Franchisor on the all assets utilized by Franchisee in the operation of the Franchised Business at the Retail Outlet, including, without limitation, all improvements, fixtures, furnishings, equipment, personal property, supplies, saleable inventories and signs ("Retail Outlet Assets"). Franchisor shall have the right to audit Franchisee's Records and inventories in accordance with Article 9 of this Agreement and Franchisee shall be liable for any deficiency and the expenses of the audit as set forth in Article 9 of this Agreement.
(b) Immediately cease to operate the Franchised Business. All rights granted to Franchisee pursuant to this Agreement shall immediately cease, and Franchisee shall have no further rights to the use of the Name, Marks or System. Franchisee shall immediately return to Franchisor all information pertaining to the System, Franchisee's copy of the Operations Manual and all amendments, and all Proprietary Information. Franchisee shall immediately cease using the Name, the Marks and other trade names, trademarks, service marks, symbols, slogans, and indicia relating thereto or to Franchisor, its parent, subsidiaries, affiliates or licensor. Franchisee shall immediately cease and desist from using any of the trade dress, plans, methods, System, Operations Manual and Proprietary Information and shall remove all indicia of any nature of its former relationship as a Franchisee of Franchisor. Franchisee shall make such modifications and alterations as necessary or as Franchisor may reasonably request to distinguish the appearance of the Franchisee's retail outlet from other Retail Outlets. Franchisee shall not thereafter directly or indirectly represent itself as a Franchisee of Franchisor or do business under any name or in any manner that might tend to give any member of the public an impression that ...
