Rights Upon Termination or Expiration. Upon expiration or termination of this OCC for any reason, Outside Counsel shall, subject to Outside Counsel’s professional obligations, immediately transfer to Agency all information and associated work products prepared by Outside Counsel or otherwise prepared for Agency pursuant to this OCC, in whatever form such information and work products may exist, to the extent requested by Agency. At no additional cost to Agency and in any manner Agency deems appropriate in its sole discretion, Agency is granted the unrestricted right to use, copy, modify, prepare derivative works from, publish, and distribute any component of the information, work product, or other deliverable made the subject of this OCC.
Rights Upon Termination or Expiration. (a) Termination or expiration of this Agreement shall not affect NetIQ's right to be paid for undisputed invoices for Products already shipped and accepted by Tech Data or Tech Data's rights to any credits or payments owed or accrued to the date of termination or expiration. Tech Data's rights to credits upon termination or expiration shall include credits against which Tech Data would, but for termination or expiration, be required under this Agreement to apply to future purchases.
(b) NetIQ shall accept purchase orders from Tech Data for additional Products which Tech Data is contractually obligated to furnish to its Customers and does not have in its inventory upon the termination or expiration of this Agreement; provided Tech Data notifies NetIQ of any and all such transactions within sixty (60) days following the termination or expiration date.
(c) Upon termination or expiration of this Agreement, Tech Data shall discontinue holding itself out as a distributor of the Products.
Rights Upon Termination or Expiration. 13.4.1 The termination or expiration of this Agreement will be without prejudice to the rights and obligations of the parties that have accrued as of the date of termination or expiration.
13.4.2 Upon termination or expiration of this Agreement:
(a) all licenses granted to Reseller hereunder will automatically cease; and
(b) Reseller must:
(1) discontinue all representations that it is a reseller of Adobe Software Products;
(2) immediately cease using the Adobe Trademarks;
(3) as directed by Adobe, return, destroy or delete all copies of the NFR Software, Confidential Information or other Adobe materials (such as marketing collaterals) that is in Reseller’s possession or under its control;
(4) provide to Adobe written confirmation that Clauses 13.4.2 (b) (1), (2) and (3) above have been complied with; and
(5) refer all inquiries regarding Adobe or the Adobe Software Products to Adobe and give Adobe notice thereof.
Rights Upon Termination or Expiration. Upon expiration or termination of this OCC for any reason, Outside Counsel shall, subject to Outside Counsel’s professional obligations, immediately transfer to Agency all information and associated work products prepared by Outside Counsel or otherwise prepared for Agency pursuant to this OCC, in whatever form such information and work products may exist, to the extent requested by Agency. At no cost to Agency, ETI, SPS, or SWEPCO, and in any manner Agency deems appropriate in its sole discretion, Agency is granted the unrestricted right to use, copy, modify, prepare derivative works from, publish, and distribute any component of the information, work product, or other deliverable made the subject of this OCC.
Rights Upon Termination or Expiration. In the event that the Agreement is terminated for any reason, or upon its expiration, the University shall retain ownership of all associated work products and documentation obtained from Contractor under the Agreement. Further, the University and the State of Texas shall not be liable to Contractor for any damages, claims, losses, or any other amounts arising from or related to any such termination. However, Contractor may be entitled to the remedies provided in Texas Government Code, Chapter 2260. No later than the first calendar day after the termination of this Agreement, or at the University request, Contractor shall deliver to the University all completed, or partially completed, work and any and all documentation or other products and results of these services.
Rights Upon Termination or Expiration. At Customer’s request and expense, Service Provider will provide Customer with reasonable information and assistance to facilitate the transition responsibility for the Services to Customer or its designee (“Termination Assistance Services”). The provision of such Termination Assistance Services shall be subject to the Parties’ agreement on a detailed work plan and the availability of the applicable Service Provider resources. In no event shall Service Provider be required to provide any specialized or customized services as part of the Termination Assistance Services.
Rights Upon Termination or Expiration. Termination of this Agreement shall not extinguish debts and other obligations created or arising between the Parties by virtue of contracts or arrangements entered into hereunder before the effective date of termination of this Agreement (the “Termination Date”). Without limiting the generality of the foregoing, upon and following the Termination Date:
(a) Licensee shall not be relieved of its obligation to (i) pay for Licensed Product delivered by Cellegy prior to the Termination Date, or (ii) accept and pay for all Licensed Product covered by orders received and accepted by Cellegy prior to the Termination Date. Cellegy shall be obligated to complete all orders received and accepted prior to the Termination Date, provided that Cellegy receives reasonable assurance of payment. In each such case, Licensee shall be permitted to store, promote, sell and distribute such Licensed Product as well as any Licensed Product in Licensee’s inventory within the Territory, subject to the provisions of paragraph (h) below and provided that Licensee shall not sell or otherwise dispose any of the Licensed Product in bulk, in any non-customary manner or otherwise circumvent its regular customers.
(b) Licensee shall cooperate with Cellegy to allow for the orderly transfer of Approvals within the Territory to Cellegy or its designee upon request and without expense to Cellegy. Licensee shall provide Cellegy with (i) full and immediate access to and copies of all marketing and sales information and other materials pertaining to the Licensed Product, including, without limitation, customer lists, past sales history and Licensed Product pricing information, and (ii) any inventions or other materials or rights required to be assigned to Cellegy pursuant to this Agreement. Notwithstanding any other term or provision of this Agreement, effective upon the Termination Date, Licensee shall execute any documents that are necessary to transfer to Cellegy, or Cellegy’s designee, all Approvals or intellectual property which are then in the name of and/or held by Licensee and which relate to the marketing or sale of the Licensed Product (the “Relevant Documents”). In the event that full Approvals for any Licensed Product in the Territory are not completed before any transfer of operations pursuant to this Article, Licensee shall also transfer to Cellegy or Cellegy’s designee, free of any charge, the Cellegy Information and all the data submitted to the Relevant Regulatory Authorities the...
Rights Upon Termination or Expiration. 11.1 Upon termination or expiration of this Agreement, the CONTRACTOR shall, upon request of HSD, make available to HSD, or to a person authorized by HSD, all records and equipment which are the property of HSD.
11.2 Upon termination or expiration, HSD shall pay the CONTRACTOR all amounts due for service through the effective date of such termination. HSD may deduct from amounts otherwise payable to the CONTRACTOR monies determined to be due HSD from the CONTRACTOR. Any amounts in dispute at the time of termination shall be placed by HSD in an interest-bearing escrow account with an escrow agent mutually agreed to by HSD and the CONTRACTOR.
11.3 In the event that HSD terminates the Agreement for cause in full or in part, HSD may procure services similar to those terminated and the CONTRACTOR shall be liable to HSD for any excess costs for such similar services for any calendar month for which the CONTRACTOR has been paid for providing services to Medicaid members. In addition, the CONTRACTOR shall be liable to HSD for administrative costs incurred by HSD in procuring such similar services. The rights and remedies of HSD provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract.
11.4 The CONTRACTOR is responsible for any claims from subcontractors or other providers, including emergency service providers, for services provided prior to the termination date. The CONTRACTOR shall promptly notify HSD of any outstanding claims for which HSD may owe, or be liable for fee-for-service payment, which are known to the CONTRACTOR at the time of termination or when such new claims incurred prior to termination are received.
11.5 Any payments advanced to the CONTRACTOR for coverage of members for periods after the date of termination shall be promptly returned to HSD. For termination of an Agreement which occurs mid-month, the capitation payments for that month shall be apportioned on a daily basis. The CONTRACTOR shall be entitled to capitation payments for the period of time prior to the date of termination and HSD shall be entitled to a refund for the balance of the month. All terminations shall include a final accounting of capitation payment received and number of members during the month in which termination is effective.
11.6 The CONTRACTOR shall ensure the orderly and reasonable transfer of member care in progress, whether or not those members are hospitalized or in long-term tr...
Rights Upon Termination or Expiration. 12.3.1 Following expiration or termination of the Agreement, either party may produce, have produced, use and offer the same or similar services as contained in the Service, provided that neither party uses, infringes or misappropriates any of the other party's intellectual property to do so (except for co-developed intellectual property owned by Netscape and licensed by Netscape to Participant pursuant to Section 2.4.4), and further provided that only Netscape shall have the right to offer web-based email services as replacement services to users of the Service as of the expiration or termination date. Participant may market alternative services to persons who may be users of the Service as of the termination or expiration date only if Participant became aware of, or established a relationship with, such person independently of such person's participation in the Service. Participant shall not have the right to use, offer or produce any Non Affiliated Premium Service following termination or expiration of the Agreement unless Participant enters into an agreement for such right directly with the provider of such Non Affiliated Premium Service. Netscape shall not have the right to use, offer or produce any Premium Service following termination or expiration of the Agreement unless Netscape enters into an agreement for such right directly with the provider of such Premium Service.
12.3.2 If the Agreement is terminated in accordance with its terms, or if no agreement is reached as to the terms of the renewal period, at Netscape's option, Participant shall continue to offer and produce the Service in accordance with the terms of this Agreement for a period [** ], or such other mutually agreed period, following the termination or expiration date; [** ] Participant agrees that Netscape shall be entitled to seek injunctive relief such as specific performance in the event Participant fails to comply with this Section 12.3.2 without submitting such dispute to the dispute resolution procedures set forth in Section 14.3.
12.3.3 Netscape shall solely own and use all end user data and information obtained in connection with the Service except that Participant: (i) shall have the right to aggregate such end user data and information and use such aggregated data only for Participant's internal use except as required for legal, audit or tax purposes; and (ii) shall not disclose to any third party such end user data and information without Netscape's prior written approval....
Rights Upon Termination or Expiration. (1) Upon termination of this Agreement or expiration of this Agreement, QK shall provide to Healthcare those Services requested by Healthcare at any time
(2) Upon expiration or termination of this Agreement for any reason, Healthcare shall immediately pay QK for all Services performed and Systems or equipment delivered through the date of expiration or termination.
(3) Upon expiration or termination of this Agreement, each party shall have the rights specified in Article 4 in respect to the Systems.
