Rights of Parties on Termination Sample Clauses

Rights of Parties on Termination. In the event of any termination pursuant to Section 7.3 or
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Rights of Parties on Termination. The following provisions shall apply on the termination or expiration of this AGREEMENT. a) MERCK shall cease all sales and other activities on behalf of BIOSITE and shall return to BIOSITE and immediately cease all use of any CONFIDENTIAL INFORMATION of BIOSITE then in MERCK's possession; provided however, that MERCK may continue to use any CONFIDENTIAL INFORMATION that falls within the proviso of Section 6.1 (a) - (c). b) Upon termination by BIOSITE after the initial term pursuant to Section 7.1 above, BIOSITE will repurchase and MERCK agrees to sell BIOSITE MERCK's inventory of BIOSITE's PRODUCTS at MERCK's purchase price as defined in Section 3.1 plus reasonable freight, insurance and duties. Upon termination by BIOSITE or MERCK pursuant to Section 7.2 above, BIOSITE may, at its option, repurchase and MERCK agrees to sell MERCK's inventory of BIOSITE's PRODUCTS at MERCK's purchase price as defined in Section 3.1 plus reasonable freight, insurance and duties. In case BIOSITE is not willing to repurchase MERCK's inventory, MERCK is allowed to sell off the remaining stock of PRODUCTS. c) MERCK shall remove from its property and immediately discontinue all use, directly or indirectly, of trademarks, designs, and markings owned or licensed exclusively by BIOSITE, or any word, title, expression, trademark, design, or marking that is confusingly similar thereto. d) Notwithstanding Section 7.3 (c), in case of termination of this AGREEMENT, MERCK and BIOSITE will negotiate in good faith the continuation of the delivery of PRODUCTS due to still effective long-term contracts with CUSTOMERS in the TERRITORY. In case of termination of this AGREEMENT, BIOSITE warrants either to - enable MERCK to continue the purchase of PRODUCTS for CUSTOMERS holding such long term contracts, on the terms and conditions provided for under this AGREEMENT. e) In accordance with Section 4.4 (d), MERCK will assist BIOSITE in obtaining any registrations necessary for BIOSITE (or BIOSITE's agent) to continue selling PRODUCTS in the TERRITORY.
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Rights of Parties on Termination. On termination of this Agreement by expiration or otherwise, the parties hereto shall meet and endeavor to work out a just and equitable plan for discontinuing the operation of their newspapers by the NAC, and each shall assume the full operation of its respective newspaper from the NAC at the earliest legally mandated practicable date, subject to the provisions of the preceding sentence of this Agreement. It is understood that until the physical properties, real and personal, owned by the parties hereto and made available to NAC for the printing and distribution of their newspapers, are properly segregated or divided so that each of the parties hereto can print and circulate its paper with its own equipment (and in no event for a period of availability, if desired by either party, less than three years from the date of termination), such equipment and real property so owned by them in common and which may be necessary for the continued printing and circulation of their two newspapers shall continue to be available to both parties, in an equitable manner, to the extent legally permissible, to the end that there be no break in the continued publication and circulation of their respective newspapers. Either party may, by mutual agreement, acquire the plant and equipment interests of the other party, but neither party shall be compelled to purchase or sell such asset interests to the other except as provided in a mutually agreed plan of distribution. Upon termination of this Agreement, both parties shall be given full access to all circulation, subscriber and single copy distribution lists, advertising account records, and market research data relating to both newspapers. The NAC shall be dissolved as soon as practicable, and the cost and expense thereof paid from such funds as the NAC may have on hand, and, if insufficient, the deficiency shall be funded by the parties hereto in the same proportion to which they are entitled to participate in the earnings of the NAC at the time of dissolution. Accounts or obligations incurred by the NAC prior to or in connection with such dissolution and any of its then outstanding commitments shall be paid or provided for out of funds it may have on hand and, if such funds are insufficient, shall be paid or provided for by the parties in the same proportion to which they are entitled to participate in the earnings of the NAC at the time of dissolution. Property other than cash and accounts receivable which may be in the cus...
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Rights of Parties on Termination. The following provisions shall apply on the termination or expiration of this Agreement. A. The Purchaser shall return to the Seller and immediately cease all use of Confidential Information previously furnished by the Seller and then in the Purchaser's possession or, if the Seller so requests, dispose of such Confidential Information and provide the Seller with written confirmation thereof. The Purchaser shall take such action as is necessary to terminate the Purchaser's registration as the Seller's sales representative with any governmental authority. B. All indebtedness of the Purchaser to the Seller shall become immediately due and payable without further notice or demand, which is hereby expressly waived, and the Seller shall be entitled to reimbursement for any reasonable attorneys' fees that it may incur in collecting or enforcing payment of such obligations. C. In the event of the nonrenewal or cancellation of this Agreement by the Seller, the Seller will, at its sole and exclusive option, either (i) repurchase from the Purchaser, at the net prices paid by the Purchaser any or all inventory of the Products originally purchased by the Purchaser from the Seller and remaining unsold by the Purchaser which are new, salable and in unopened, undamaged cartons or (ii) permit the Purchaser to sell the remaining unsold inventory of Seller.
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Rights of Parties on Termination. The following provisions shall apply on the expiration or termination of this Agreement. (a) NuVasive shall have the non-exclusive right, for one (1) year after the effective date of termination (the “Sell-Off Period”), to sell the Products in NuVasive’s inventory in accordance with the terms and conditions set forth in this Agreement. (b) The following Sections shall survive any termination or expiration of this Agreement: 2.2, 2.3, 2.4, 2.5, 3.5, 5, 6, 7, 8, 9.3, 9.4 and 10.
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Rights of Parties on Termination. The following provisions apply on this Agreement’s termination or expiration. 8.3.1 The Distributor will cease all sales and other activities on behalf of the Company and will return to the Company and immediately cease all use of Confidential Information previously furnished by the Company and then in the Distributor’s possession. The Distributor additionally will turn over to the Company the Distributor’s current mailing list of the Customer(s) and other information of the Customer(s) and will take action necessary to terminate the Distributor’s registration as the Company’s sales representative with any governmental authority. 8.3.2 The Distributor’s indebtedness to the Company will become immediately due and payable without further notice or demand, which is hereby expressly waived, and the Company will be entitled to reimbursement for any reasonable attorneys’ fees that it may incur in collecting or enforcing payment of these obligations. 8.3.3 The Distributor will remove from its property and immediately discontinue all use, directly or indirectly, of trademarks, copyrights, designs, and markings owned or controlled, now or hereafter, by the Company, or of any word, title, expression, trademark, design, or marking that, in the opinion of the Company, is confusingly similar to those of the Company. The Distributor will further certify in writing to the Company that the Distributor has completely terminated its use of any and all such trademarks, copyrights, designs, or markings, or any other word, title, or expression similar to those of the Company that appeared in or on any devices or other materials used in conjunction with the Distributor’s business. 8.3.4 The Company will have no obligation to repurchase or to credit the Distributor for its inventory of the Product at the time of termination of this Agreement. The Company, at its option, may repurchase from the Distributor, at the Company’s then current list prices less any applicable then current discounts or at the net prices paid by the Distributor, whichever are lower, any or all inventory of the Product originally purchased by the Distributor from the Company and remaining unsold by the Distributor. If the Company does not repurchase from the Distributor any inventory of the Product originally purchased by the Distributor from the Company and remaining unsold by the Distributor, the Distributor may, subject to the approval of the Company sell such remaining inventory to a third party. 8.3.5 ...
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Rights of Parties on Termination. The following provisions shall apply on the termination or expiration of this Agreement. 7.3.1. Dealer shall cease all sales and other activities on behalf of Aquasana and shall destroy or return to Aquasana, and immediately cease all use of, Confidential Information previously furnished by Aquasana and then in Dealer’s possession. 7.3.2. Dealer shall remove from its property and immediately discontinue all use, directly or indirectly, of the Trademarks, and of any word title, expression, trademark, design, or marking that, in the reasonable opinion of Aquasana is confusingly similar thereto. Dealer shall further certify in writing to Aquasana that Dealer has undertaken its best efforts to completely terminate its use of any and all such Trademarks, designs, or markings, or any other word, title, or expression similar thereto that appeared in or on any signage, websites, advertising publication, devices or other materials used in conjunction with Dealer’s business. 7.3.3. Aquasana will, in its sole discretion, to process a return from Dealer, at invoice prices less any applicable then-current discounts or at the net prices paid by Dealer, whichever is lower, any or all inventory of Products originally purchased by Dealer from Aquasana and remaining unsold by Dealer. Upon termination of this agreement dealer will not be allowed to sell product and should return all unsold product back to Aquasana. 7.3.4. The obligations of Dealer under Section 4.9, and under Articles VI and Article VIII shall survive the termination or nonrenewal of this Agreement for any reason.
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Rights of Parties on Termination. Upon expiration or termination of this Agreement:
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Rights of Parties on Termination 
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Related to Rights of Parties on Termination

  • Rights on Termination (a) If during the Service Term Executive’s employment is terminated under Section 5 above (x) by the Company without Cause or (y) by Executive with Good Reason, then: (i) The Company shall pay to Executive, at the times specified in Section 6(a)(vii) below, the following amounts (the “Severance Payments”): (1) the Accrued Obligation; (2) Executive’s Annual Base Salary through the effective date of the termination of Executive’s employment (the “Termination Date”) for periods following his Separation From Service, to the extent not theretofore paid; (3) a lump sum in cash equal to the product of (x) 1/12 of the amount of the Annual Base Salary in effect immediately prior to the Termination Date and (y) 12; and (4) a lump sum in cash equal to the product of (x) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose. (ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date. (iii) Subject to clause (iv), for 12 months following the Termination Date the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service. (iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits. (v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto. (vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him. (vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service. (b) If the Company terminates Executive’s employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), or if Executive resigns without Good Reason, the Company’s obligations to pay any compensation or benefits under this Agreement will cease effective as of the Termination Date and the Company shall pay to Executive the Accrued Obligation within thirty (30) days following the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee or on the date that is six months following his Separation From Service if he is a Specified Employee. Following such payments, the Company shall have no further obligations to Executive other than as may be required by law or the terms of an employee benefit plan of the Company. (c) Notwithstanding the foregoing, the Company’s obligation to Executive for Severance Payments or other rights under either Sections 6(a) or (b) above shall cease if Executive is in violation of the provisions of Sections 8 or 9 below. (d) If the Executive retires at age 65 or older the Company shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of any Annual Bonus that may have been earned by the Executive through the retirement date. No other amounts will be payable by the Company.

  • Limitations on Termination Except as provided in Section 9.1, neither the Seller nor the Certificateholders shall be entitled to revoke or terminate the Issuer.

  • Actions on Termination (a) On termination of this Agreement, you must: (i) pay all Charges incurred by you under this Agreement up to the time of termination which will become immediately due and owing upon termination; (ii) pay all outstanding amounts for any Equipment which you have not fully paid for as at the date of termination; (iii) pay the applicable Early Termination Fee (if any) to us. (b) If there is credit remaining on your account at the time of termination, we will, at our option, deduct the credit from any amount you owe us under paragraph (a) or pay you the credit or if the credit exceeds any amount you owe us, we will refund you the difference by cheque or electronic funds transfer.

  • Rights of Parties (a) Notwithstanding any provision of this Lease to the contrary, Tenant will not, either voluntarily or by operation of law, assign, sublet, encumber, or otherwise transfer all or any part of Tenant's interest in this lease, or permit the Premises to be occupied by anyone other than Tenant, without Landlord's prior written consent, which consent shall not unreasonably be withheld in accordance with the provisions of Section 9.1. (b) No assignment (whether voluntary, involuntary or by operation of law) and no subletting shall be valid or effective without Landlord's prior written consent and, at Landlord's election, any such assignment or subletting or attempted assignment or subletting shall constitute a material default of this Lease. Landlord shall not be deemed to have given its consent to any assignment or subletting by any other course of action, including its acceptance of any name for listing in the Building directory. To the extent not prohibited by provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et seq. (the "Bankruptcy Code"), including Section 365(f)(1), Tenant on behalf of itself and its creditors, administrators and assigns waives the applicability of Section 365(e) of the Bankruptcy Code unless the proposed assignee of the Trustee for the estate of the bankrupt meets Landlord's standard for consent as set forth in Section 9.1(b) of this Lease. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any and all monies or other considerations to be delivered in connection with the assignment shall be delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed to have assumed all of the obligations arising under this Lease on and after the date of the assignment, and shall upon demand execute and deliver to Landlord an instrument confirming that assumption.

  • Actions Upon Termination In the event of termination not the fault of the Contractor, the Contractor shall be paid for the services properly performed prior to termination, together with any reimbursable expenses then due, but in no event shall such compensation exceed the maximum compensation to be paid under the Contract. The Contractor agrees that this payment shall fully and adequately compensate the Contractor and all subcontractors for all profits, costs, expenses, losses, liabilities, damages, taxes, and charges of any kind whatsoever (whether foreseen or unforeseen) attributable to the termination of this Contract. Upon termination for any reason, the Contractor shall provide Seattle with the most current design documents, contract documents, writings and other product it has completed to the date of termination, along with copies of all project-related correspondence and similar items. Seattle shall have the same rights to use these materials as if termination had not occurred.

  • Obligations on Termination If this Agreement expires or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon may have in the event of default by the Client or Client may have in the event of default by Patheon): (a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client shall take delivery of and pay for all undelivered Drug Product that are manufactured and/or packaged pursuant to a Firm Order, at the price in effect at the time the Firm Order was placed; (b) the Client shall purchase, at Patheon’s cost (including all costs incurred by Patheon in connection with the purchase and handling of such Inventory), the Inventory applicable to the Drug Product which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or in accordance with Section 5.3 prior to notice of termination being given; (c) the Client shall satisfy the purchase price payable pursuant to Patheon’s orders with suppliers of Components, provided such orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.3; and (d) Patheon shall return to the Client all unused Granulations (with shipping and related expenses, if any, to be borne by the Client). Any termination or expiration of this Agreement shall not affect any outstanding obligations or payments due hereunder prior to such termination or expiration, nor shall it prejudice any other remedies that the parties may have under this Agreement. For greater certainty, termination of this Agreement for any reason shall not affect the obligations and responsibilities of the parties pursuant to Articles 10 and 11 and Sections 13.1, 13.2, 13.3 and 13.15, all of which survive any termination.

  • Duties on Termination If the Executive's termination of employment with the Company occurs during the Employment Period, then, subject to the terms and conditions of this Agreement, during the period beginning on the date of delivery of a notice of termination, and ending on the date of termination, the Executive shall continue to perform his duties as set forth in this Agreement, and shall also perform such services for the Company as are necessary and appropriate for a smooth transition to the Executive's successor, if any. Notwithstanding the foregoing provisions of this paragraph 8, the Company may suspend the Executive from performing his duties under this Agreement following the delivery of a notice of termination providing for the Executive's resignation, or delivery by the Company of a notice of termination providing for the Executive's termination of employment for any reason; provided, however, that during the period of suspension (which shall end on the Executive's date termination), the Executive shall continue to be treated as employed by the Company for other purposes, and his rights to compensation or benefits shall not be reduced by reason of the suspension.

  • Term; Termination; Rights on Termination The term of this Agreement shall begin on the date hereof and continue for three (3) years, and, unless terminated sooner as herein provided, shall continue thereafter on a year-to-year basis on the same terms and conditions contained herein in effect as of the time of renewal (such initial three year period and any extensions thereof being referred to herein as the "Term"). This Agreement and Employee's employment may be terminated in any one of the following ways:

  • Limitations on Rights of Third Parties The provisions of this Agreement are solely for the benefit of the Seller, the Issuer, the Indenture Trustee (for the benefit of the Secured Parties) and the other Persons expressly referred to herein, and such Persons shall have the right to enforce the relevant provisions of this Agreement. Nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Recovery Property or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

  • Obligations Upon Termination Upon termination of this Agreement, either party shall, at the request of the other party, return any document, material, database, equipment, or software containing the Confidential Information to the other party. If, for any reason, such document, material, database, equipment, or software cannot be returned, either party shall destroy all the Confidential Information belonging to the other party and delete such Confidential Information from any memory devices. No party shall be permitted to continue using the Confidential Information in any way after the termination of this Agreement.

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