Specific Effects of Termination Sample Clauses

Specific Effects of Termination. 11.5.1 Termination of this Agreement or an individual Project shall be without prejudice to any rights of action which may have accrued to either Party, 11.5.2 Subject to Section 11.2.3 and 11.3.2, upon termination, all rights and obligations of the Parties under this Agreement or one or more individual Projects, as the case may be, shall terminate unless specified in this Agreement or the individual Project(s) to survive termination, except for Client’s ownership rights and Evotec’s related obligations in accordance with Section 10 and 11 and Clients obligation to pay Evotec for any amounts due in accordance with Section 11.5.1. upon termination of this Agreement or an individual Project by Evotec or Client for any reason, the Parties shall, in good faith, work out a transition plan to wind down their respective work, return materials to each other, complete and deliver required reports and accountings, and settle any other outstanding issues; provided that, it is agreed that Evotec shall produce without compensation a final report, which will contain the intermediate results of the related Services and all the data available up to the date of termination and more generally that each Party is obligated to return to the other Party, or destroy all Confidential Information of the other Party in its possession, and in the case of Evotec, Client Materials and Compounds. Also, except in case the related item is to be stored or archived by Evotec upon expiry of a Project, Evotec shall immediately return to Client any and all Results, data and information generated in written form of whatsoever nature, the Confidential Information of the Client and of its Partners, the Client Material and Compounds which is in the control of Evotec.
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Specific Effects of Termination. Without limiting any other legal or equitable remedies that either Party may have, if this Agreement is terminated by Genzyme pursuant to Section 9.2 (Termination for Convenience by Genzyme) or by either Party pursuant to Section 9.3 (Termination for Material Breach), then: 9.4.3.1 All licenses granted in this Agreement will terminate on the effective date of termination; 9.4.3.2 Genzyme will be allowed to sell, for a period of [**] following the effective date of termination, Licensed Products that are in process of manufacture or in stock as of the effective date of termination; provided that Genzyme will continue to pay Voyager any amounts that accrue and are owed pursuant to this Agreement as a result of such sale; 9.4.3.3 If this Agreement is terminated for any reason other than a termination by Genzyme pursuant to Section 9.3, then Section 2.1.1(c) shall survive such termination until the [**] of such termination, and all Sections necessary to effectuate the interpretation and implementation of Section 2.1.1(c) shall survive as long as necessary to give effect to Section 2.1.1(c).
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Specific Effects of Termination. In addition to section 8.4 below, unless the Agreement is terminated by Gretis pursuant to any breach by Channel Partner: (i) Channel Partner shall no longer have access to the Software (HRMS) in and to the Services (except as required to service any outstanding contracts with End-Customers) and all outstanding paid contracts with End-Customers will cease at the end of the respective term; and (ii) Gretis is not liable for any damages incurred by Channel Partner or any third parties as a result of the termination of Channel Partner’s use of the Software (HRMS) in conformity with this section.
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Specific Effects of Termination. Upon termination of this Agreement in its entirety (or with respect to the applicable Terminated Country(ies) or Terminated Product(s)) by Avenue pursuant to Section 11.4, or by Licensor pursuant to Sections 11.3, 11.5, or 11.6: (a) the rights and licenses granted to Avenue under Section 2.1 with respect to such Terminated Country(ies) and Terminated Product(s) shall be terminated and all such rights shall revert to Licensor, except to the extent and for so long as necessary for Avenue to fulfil its responsibilities under the surviving terms of this Agreement as provided in Section 11.10, it being agreed that all such activities shall be discontinued and ceased (unless otherwise agreed or required under Applicable Law) by transitioning such activities and responsibilities to Licensor as promptly as possible, subject to Applicable Law. Avenue’s failure to cease the Development, Manufacture (if applicable), and/or Commercialization of the Licensed Products upon the expiration or earlier termination of this Agreement may result in immediate and irreparable damage to Licensor. Avenue acknowledges that no adequate remedy at law exists for such failure, and Avenue agrees that Licensor may be entitled to seek an injunction or other equitable relief to prevent a breach of this Agreement by Avenue; (b) upon Licensor’s written instruction, Avenue shall as soon as reasonably practicable transfer and assign (to the extent permitted) to Licensor all Regulatory Materials Controlled by Avenue, in each case, to the extent solely related to the Terminated Product(s) and necessary for Developing, Manufacturing, or Commercializing such Terminated Product(s) in the Field in the Territory; (c) any and all sublicense agreements entered into by Avenue or any of its Affiliates with a Sublicensee pursuant to this Agreement with respect to the Terminated Product(s) and Terminated Country(ies), as applicable, shall survive such termination of this Agreement, remain in full force and effect and automatically be assigned to Licensor, with Licensor as each such Sublicensee’s direct licensor, respect to the Licensed Patents and Licensed Know-How, provided that (i) such Sublicensee’s payment obligations with respect to its exercise of its surviving rights to the Licensed Patents and Licensed Know-How (but not with respect to its exercise or enjoyment of any other rights or assets) shall, in lieu of any payment obligations set forth in applicable sublicense agreement, be the corresponding...
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Specific Effects of Termination. 11.5.1 Termination of this Agreement or an individual Project shall be without prejudice to any rights of action which may have accrued to either Party. Aptuit will invoice to Novo Nordisk all costs for Drug Discovery & Development Services completed and irrevocable costs incurred by Aptuit in accordance with this Agreement and/or the particular Project Description prior to the effective date of termination (e.g. raw materials or Reagents ordered, the reservation of screening slots). Additional payments may be due in accordance with the Project Description(s). 11.5.2 Subject to Section 11.2.3 and 11.3.2, upon termination, all rights and obligations of the Parties under this Agreement or one or more individual Projects, as the case may be, shall terminate unless specified in this Agreement or the individual Project(s) to survive termination, except for Novo Nordisk’s ownership rights and Aptuit’s related obligations in accordance with Section 10.4 and 11.4, and Novo Nordisk’s obligation to pay Aptuit for any amounts due in accordance with Section 11.5.1. Upon termination of this Agreement or an individual Project by Aptuit or Novo Nordisk for any reason, the Parties shall, in good faith, work out a transition plan to wind down their respective work, return materials to each other, complete and deliver required reports and accountings, and settle any other outstanding issues; provided that, it is agreed that each Party is obligated to return to the other Party, or destroy, upon the written request of the other Party, all Confidential Information of the other Party in its possession, and in the case of Aptuit, Novo Nordisk Materials.
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Specific Effects of Termination. In addition to section 8.4 below, unless the Agreement is terminated by Quik Hire pursuant to any breach by Channel Partner: (i) Channel Partner shall no longer have access to the Software (HRMS) in and to the Services (except as required to service any outstanding contracts with End-Customers) and all outstanding paid contracts with End-Customers will cease at the end of the respective term; and (ii) Quik Hire is not liable for any damages incurred by Channel Partner or any third parties as a result of the termination of Channel Partner’s use of the Software (HRMS) in conformity with this section.
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Specific Effects of Termination. 11.5.1 Termination of this Agreement or an individual Project shall be without prejudice to any rights of action which may have accrued to either Party. Evotec will invoice to Novo Nordisk all costs for Drug Discovery & Development Services completed and irrevocable costs incurred by Evotec in accordance with this Agreement and/or the particular Project Description prior to the effective date of termination (e.g. raw materials or Reagents ordered, the reservation of screening slots). Additional payments may be due in accordance with the Project Description(s). 11.5.2 Subject to Section 11.2.3 and 11.3.2, upon termination, all rights and obligations of the Parties under this Agreement or one or more individual Projects, as the case may be, shall terminate unless specified in this Agreement or the individual Project(s) to survive termination, except for Novo Nordisk’s ownership rights and Evotec’s related obligations in accordance with Section 10.4 and 11.4, and Novo Nordisk’s obligation to pay Evotec for any amounts due in accordance with Section 11.5.1. Upon termination of this Agreement or an individual Project by Evotec or Novo Nordisk for any reason, the Parties shall, in good faith, work out a transition plan to wind down their respective work, return materials to each other, complete and deliver required reports and accountings, and settle any other outstanding issues; provided that, it is agreed that each Party is obligated to return to the other Party, or destroy, upon the written request of the other Party, all Confidential Information of the other Party in its possession, and in the case of Evotec, Novo Nordisk Materials. 11.5.3 In case of termination or expiry of the Agreement each party must return to the other any property of the other party that it has in its possession or control. Evotec must without undue delay and no later than 60 (sixty) business days after the termination notice or expiry of the Agreement provide Novo Nordisk with all data created until the date of termination: a) Evotec should adhere to industry best practice for data deletion methods, for example, NIST SP 800-88. b) Within 3 months from project completion, Evotec must provide Novo Nordisk at Novo Nordisk’s expenses with a copy of all data owned by Novo Nordisk upon request. Data will be delivered by secure means in a commonly used industry standard format. Costs for the data extraction, packaging and sending shall be mutually agreed as part of the contact definition.
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Specific Effects of Termination. Upon termination of this Agreement pursuant to ***the obligation for Merck to make milestone payments to Lpath as provided for in Article 5 ***Development Milestone Payments during the Initial Development Period that have ***in accordance with Section 5.3 above *** In addition, clauses (c), (d), and (g) of Schedule 10.8 shall apply to the extent, if any, such matters are applicable as of the effective date of such termination.
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Specific Effects of Termination 
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Related to Specific Effects of Termination

  • Effects of Termination In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.

  • Certain Effects of Termination If this Agreement is terminated as provided in Section 6.01, except as set forth in Section 7.03, this Agreement shall become null and void and have no further force or effect, but the parties shall not be released from any liability arising from or in connection with any breach hereof occurring prior to such termination.

  • Events of Termination Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

  • Effect of Termination Upon any expiration of the Term or termination of this Agreement, the obligations and rights of the parties hereto shall cease, provided that such expiration or termination of this Agreement shall not relieve the parties of any obligation or breach of this Agreement accruing prior to such expiration or termination, including, without limitation, all accrued payment obligations arising under Article 6. In addition, Article 5, Article 7, Section 2.12, Section 4.5, and this Section 4.6 shall survive the expiration or termination of this Agreement. For the avoidance of doubt, the rights of Registry Operator to operate the registry for the TLD shall immediately cease upon any expiration of the Term or termination of this Agreement.

  • Effect of Termination of Agreement Upon the Termination Date or the Expiration Date, as applicable, any amounts then owing by a Party to the other Party shall become immediately due and payable and the then future obligations of Customer and Provider under this Agreement shall be terminated (other than the indemnity obligations set forth in Section 13). Such termination shall not relieve either Party from obligations accrued prior to the effective date of termination or expiration.

  • Termination and Effect of Termination This Agreement shall terminate upon the date on which no Holder holds any Registrable Securities, except for the provisions of Sections 3.9 and 3.10, which shall survive any such termination. No termination under this Agreement shall relieve any Person of liability for breach or Registration Expenses incurred prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 3.9 hereof shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

  • Termination Effect of Termination 41 Section 8.01. Termination............................................................. 41 Section 8.02. Effect of Termination................................................... 42

  • Rights of Termination 10.1 The Company may in its sole discretion terminate this agreement by written notice to the Customer if: (a) The Customer defaults in performing its obligations under this agreement and the default, if capable of being remedied, is not remedied within seven (7) days from receiving a notice specifying the default and requiring remedy; or (b) The Customer defaults in the performance of its obligations under this agreement and the default is in the Company’s reasonable opinion incapable of being remedied; or (c) The Customer commits an act of insolvency including a compromise with creditors or appoints a voluntary administrator; or if a receiver is appointed in respect of the assets of the Customer; or if an arrangement with the Customer’s creditors is made or likely to be made; or if the Customer ceases or threatens to cease carrying on business; or if the ownership or effective control of the Customer is transferred or the nature of the Customer’s business is materially altered, or the Customer is adjudicated bankrupt. 10.2 Termination of this agreement will not prejudice or affect the rights, remedies and claims and/or any liabilities of the Company. The Company shall have no liability or responsibility whatsoever to the Customer for any loss or damage of any kind which may result directly or indirectly from such termination of this agreement.

  • Integration; Binding Effect; Survival of Termination This Agreement and the other Transaction Documents contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until the Final Payout Date; provided, however, that the provisions of Sections 5.01, 5.02, 5.03, 11.04, 11.06, 12.04, 13.01, 13.02, 14.04, 14.05, 14.06, 14.09, 14.11 and 14.13 shall survive any termination of this Agreement.

  • Notice of Termination; Effect of Termination Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

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