Common use of Term Termination and Effect of Termination Clause in Contracts

Term Termination and Effect of Termination. A. The original term of this Agreement shall commence on the Effective Date and, unless this Agreement is otherwise terminated, the term shall continue until a Party elects to terminate this Agreement in accordance with the below. B. This Agreement may be terminated by: i. Either Party for any reason or no reason whatsoever by providing the other Party with at least thirty (30) days’ prior written notice of its intention to terminate. ii. Either Party in the event of a material breach of an obligation, upon not less than fifteen (15) days’ prior written notice to the breaching Party, unless, if the material breach is capable of being cured, the material breach is cured within the notice period. iii. Nasdaq, immediately, in the event that the Subscriber becomes insolvent; or the Subscriber makes an assignment for the benefit of creditors; or the Subscriber does not pay its debts as they become due or admits, in writing, its inability to pay its debts when due; or the Subscriber files or has filed against it any petition under any provision of the Bankruptcy Act or an application for a receiver, trustee, or custodian is made by anyone or Subscriber becomes the subject of any proceedings of bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors. iv. Nasdaq, immediately, in the event that the Subscriber is not permitted to receive or Nasdaq is prevented from disseminating the Services, or any part thereof; or any representation, warranty or certification made by Subscriber in this Agreement or in any other document furnished by Subscriber is, as of the time made or furnished, false or misleading; Nasdaq, in its sole discretion, determines that any material failure on the part of the Subscriber to comply with this Agreement has or is likely to have an adverse impact on the operation or performance of the System or Services or on a market or on investors; or that Nasdaq, in its sole discretion, determines that it is otherwise in the public interest to do so. v. Nasdaq, upon not less than fifteen (15) days’ prior written notice, in the event that any representation, warranty or certification made by Subscriber in this Agreement or in any other document furnished by Subscriber becomes untrue or inaccurate and is not made true or accurate within the notice period. vi. Nasdaq, upon not less than thirty (30) days’ prior written notice, should it determine that it will cease providing the same class of Services to all other eligible individuals or entities that were receiving the same class of Services as Subscriber. vii. Notwithstanding Subsection ii above, Nasdaq, immediately, in the event that Subscriber has materially violated or, in Nasdaq’s sole discretion, is deemed about to materially violate any Nasdaq Requirement or Applicable Law in connection with its use of the System. C. The right of termination set forth herein is in addition to any other remedy at law or in equity that is available to one Party with respect to a breach by the other. D. Upon termination of this Agreement, Subscriber shall immediately cease any and all use of the Services and cease any and all use of and remove any Software; provided, however, that, in the event that it is not technically feasible to remove all of the Software, the Subscriber may retain such portion of the Software that cannot be removed and any portion of the Software that is retained by the Subscriber shall remain subject to the terms and conditions of this Agreement and shall not be otherwise accessed or used by the Subscriber for any purpose.

Term Termination and Effect of Termination. A. The original This Agreement is effective until terminated. Subject to earlier termination as provided below, this Agreement is for the Initial Subscription Term (or the free trial period, where applicable) as specified in the applicable Order and shall be automatically renewed for additional periods of the same duration as the Initial Subscription Term (collectively, the “Term”), unless either party requests termination in writing prior to the end of the then- current term. Notwithstanding any other term of this Agreement shall commence on Section 3, any free trial evaluation of the Effective Date andServices may be terminated at any time by Igneous at its sole discretion. In addition to any other remedies it may have, unless this Agreement is otherwise terminated, the term shall continue until a Party elects to either party may also terminate this Agreement in accordance with the below. B. This Agreement may be terminated by: i. Either Party for any reason or no reason whatsoever by providing the other Party with at least thirty (30) upon 30 days’ prior written notice of its intention to terminate. ii. Either Party (or upon 10 days’ notice in the event case of a material breach of an obligation, upon not less than fifteen (15) days’ prior written notice to the breaching Party, unlessnonpayment), if the material breach is capable of being curedother party materially breaches, the material breach is cured within the and fails to cure during such notice period. iii. Nasdaq, immediately, in the event that the Subscriber becomes insolvent; or the Subscriber makes an assignment for the benefit of creditors; or the Subscriber does not pay its debts as they become due or admits, in writing, its inability to pay its debts when due; or the Subscriber files or has filed against it any petition under any provision of the Bankruptcy Act terms or an application conditions of this Agreement. In particular, Igneous may terminate this Agreement for cause: (i) if Igneous’ relationship with a receiverthird-party partner which provides software or other technology Igneous uses to provide the Services expires, trusteeterminates or requires Igneous to change the way Igneous provides the software or other technology as part of the Services, (ii) if Igneous reasonably believes providing the Services could create a substantial economic or custodian is made by anyone technical burden or Subscriber becomes the subject of material security or intellectual property integrity risk for Igneous, (iii) if Customer materially breaches this Agreement or any proceedings of bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation other license or arrangement, adjustment, or composition use-related obligations with creditors. iv. Nasdaq, immediately, in the event that the Subscriber is not permitted respect to receive or Nasdaq is prevented from disseminating the Services, or any part thereof; or any representation, warranty or certification made by Subscriber (iv) in this Agreement or in any other document furnished by Subscriber is, as of the time made or furnished, false or misleading; Nasdaq, in its sole discretion, determines that any material failure on the part of the Subscriber order to comply with the law or requests from governmental entities. In order to terminate for cause pursuant to this Agreement has Section 3, Igneous must provide Customer 30 days prior written notice except in the case of a material security or is likely to have an adverse impact on the operation intellectual property integrity risk for Igneous or performance a willful breach of the System Agreement. Customer will pay in full for the Services up to and including the last day on which access to the Services is provided. Upon any termination, (a) Customer shall cease to use the Services, which will be shut off by Igneous; (b) for those Igneous Services where applicable (as determined in Igneous’ sole discretion), Igneous will make all Customer Data (as defined in Section 7.2 below) available to Customer for electronic retrieval and migration for a maximum period of 30 days (the “Migration Period”) and Customer Data stored on Igneous-owned hardware or Services or on a market or on investors; or that Nasdaq, in its sole discretion, determines that it is otherwise in the public interest to do so. v. Nasdaq, upon not less than fifteen (15) days’ prior written notice, in the event that any representation, warranty or certification made by Subscriber in this Agreement or in any other document furnished by Subscriber becomes untrue or inaccurate and is not made true or accurate will be deleted within the notice period. vi. Nasdaq, upon not less than thirty (30) days’ prior written notice, should it determine that it will cease providing the same class of Services to all other eligible individuals or entities that were receiving the same class of Services as Subscriber. vii. Notwithstanding Subsection ii above, Nasdaq, immediately, in the event that Subscriber has materially violated or, in Nasdaq’s sole discretion, is deemed about to materially violate any Nasdaq Requirement or Applicable Law in connection with its use of the System. C. The right 30 days of termination set forth herein or 30 days after the Migration Period, whichever is in addition to any other remedy at law or in equity that is available to one Party with respect to a breach by the other. D. Upon termination of this Agreement, Subscriber shall immediately cease any and all use later; (c) visibility of the Services and cease any and all use will remain so long as Customer does not cut off communication with the Igneous Cloud Console (in case of and remove any Software; provided, however, that, in the event that it is not technically feasible to remove all such shutoff or restriction of the Software, the Subscriber may retain such portion of the Software that cannot be removed and any portion of the Software that is retained access by the Subscriber shall remain subject to Igneous Cloud Console, Customer acknowledges and accepts that the terms Services’ time-bound security features may be triggered thereby and conditions render the Services useless); and (d) Igneous will provide Customer support during the Migration Period. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and shall not be otherwise accessed or used by the Subscriber for any purposelimitations of liability.

Term Termination and Effect of Termination. A. (i) The original term Term of this Agreement shall commence on the Effective Date and, unless and shall continue for so long as Newco shall have any existing or possible future obligation to make payments to Ferring pursuant to the provisions of this Agreement is otherwise terminatedin respect of a Licensed Product or an Alternate Drug Product unless either Xxxxx shall terminate this Agreement earlier in the manner permitted hereunder. (ii) If either Party shall be in breach of any of its material obligations under this Agreement, the term non-breaching Party shall continue until give the breaching Party written notice of such breach, upon which the breaching Party shall have |||||| |||||||||| |||| to cure such default. In the event that a material breach remains uncured after |||||| |||||||||| |||| have elapsed, the non-breaching Party elects shall have the right to terminate this Agreement in accordance with the belowas of right. B. This Agreement may (iii) If a petition in bankruptcy or other insolvency proceeding should be terminated by: i. Either filed by or against a Party, or if a Party is adjudged bankrupt or become insolvent or if application should be made for any reason or no reason whatsoever by providing the other appointment of a receiver for a Party with at least thirty (30) days’ prior written notice of its intention to terminate. ii. Either property, or if a Party in the event of a material breach of an obligation, upon not less than fifteen (15) days’ prior written notice to the breaching Party, unless, if the material breach is capable of being cured, the material breach is cured within the notice period. iii. Nasdaq, immediately, in the event that the Subscriber becomes insolvent; or the Subscriber makes should make an assignment for the benefit of creditors; , then in any and all such events, the solvent Party may, at its option, immediately terminate this Agreement by serving notice, written or otherwise, on the Subscriber does not pay its debts as they become due insolvent or admitsbankrupt Party. (iv) Upon Ferring’s termination of Newco’s rights under this Agreement, in writingwhole or in part, its inability pursuant to Section 11.01(ii), (a) Newco shall within |||||| |||||||||| |||| of such termination pay its debts when dueto Ferring in full all unpaid amounts which otherwise became due and payable to Newco prior to such termination in accordance with this Agreement; or (b) the Subscriber files or has filed against it any petition under any provision licenses and other rights granted to Newco hereunder shall be terminated as of the Bankruptcy Act effective date of the termination; (c) Newco shall cease to use any Know-How or confidential information of Ferring; (d) Newco shall promptly return to Ferring all of Ferring’s confidential information and Ferring Know-How; (e) Newco shall have no further ongoingobligations to Ferring except for those obligations imposed on Newco in the sectionsstated at section 11.01(vi) below as expressly surviving the termination or expiration of this Agreement; and (t) Ferring shall benefit upon termination, at its discretion, from an application unconditional assignment or from an exclusive, perpetual, worldwide, and transferable license, with the right to grant sub-licenses, in whole or in part, of the Arising Intellectual Property and all Know-How owned by or licensed to Newco specifically relating to the Arising Intellectual Property for a receiverthe purposes of researching, trusteedeveloping, manufacturing, making, having made, importing, exporting, using, selling, distributing, promoting, advertising, disposing of or custodian is made by anyone or Subscriber becomes offering to sell the subject of any proceedings of bankruptcyLicensed Products and the Alternate Drug Products in the Field in the Territory, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditorsfor an aggregate amount |||||| ||||. iv. Nasdaq(v) Upon the expiry of the Term of the Agreement pursuant to Section 11.01(i) or upon Newco’s termination of this Agreement pursuant to section 11.01(ii), immediatelythe licenses and other rights granted to Newco hereunder shall become fully paid, in the event that the Subscriber is not permitted irrevocable and perpetual licenses and, subject to receive or Nasdaq is prevented from disseminating the Servicessection 11.01(v) below, or any part thereof; or any representation, warranty or certification made by Subscriber in Newco shall have no further obligations to Ferring under this Agreement or in otherwise with respect thereto, provided, however, that Newco shall remain obligated to make any other document furnished by Subscriber is, as of the time made or furnished, false or misleading; Nasdaq, in its sole discretion, determines payments that became due and payable prior to such expiration and any material failure on the part of the Subscriber to comply with this Agreement has or is likely to have an adverse impact on the operation or performance of the System or Services or on a market or on investors; or royalties that Nasdaq, in its sole discretion, determines that it is otherwise in the public interest to do so. v. Nasdaq, upon not less than fifteen (15) days’ prior written notice, in the event that any representation, warranty or certification made by Subscriber in this Agreement or in any other document furnished by Subscriber becomes untrue or inaccurate and is not made true or accurate within the notice period. vi. Nasdaq, upon not less than thirty (30) days’ prior written notice, should it determine that it will cease providing the same class of Services to all other eligible individuals or entities that were receiving the same class of Services as Subscriber. vii. Notwithstanding Subsection ii above, Nasdaq, immediately, in the event that Subscriber has materially violated or, in Nasdaq’s sole discretion, is deemed about to materially violate any Nasdaq Requirement or Applicable Law in connection with its use of the System. C. The right of termination set forth herein is in addition to any other remedy at law or in equity that is available to one Party are due with respect to any Licensed Product. or Alternate Drug Product sold by Newco or its Affiliates prior to the effective date of such termination, in each case, subject to any offset for damages that may have been incurred by Ferring as a result of a material breach of this Agreement by the otherNewco. D. Upon (vi) Sections 4, 5, 6, 7, 11, 15 and 16 of this Agreement shall survive expiration or termination of this Agreement, Subscriber shall immediately cease any and all use of the Services and cease any and all use of and remove any Software; provided, however, that, in the event that it is not technically feasible to remove all of the Software, the Subscriber may retain such portion of the Software that cannot be removed and any portion of the Software that is retained by the Subscriber shall remain subject to the terms and conditions . (vii) Any termination of this Agreement and pursuant to Section 11.01(ii) shall not be otherwise accessed without prejudice to the rights of the terminating party in respect of breaches of this Agreement by a Party, its officers, servants or used by the Subscriber for any purposeagents prior to such termination.