Termination Consequences. If this Agreement is terminated for any reason, Company shall not be excused from performing its obligations under this Agreement with respect to payment for all monies due Jabil hereunder including fees, costs and expenses incurred by Jabil up to and including the Termination Effective Date.
Termination Consequences. In the event of this agreement being determined whether by effluxion of time Notice breach or otherwise:
Termination Consequences. 10.1. Termination of this Contract, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination.
10.2. On termination of this Contract for any reason:
10.2.1. Supplier shall immediately cease provision of the Services;
10.2.2. all Charges payable by the Customer to Supplier under this Contract shall become due immediately despite any other provision of the Contract. Additionally, in the event the Charges identifies the Services are to be provided for a minimum term and the Customer Order Form confirms this and termination takes place before the minimum term has expired then the remaining fees applicable to the end of the applicable minimum term shall be payable by the Customer; and
10.2.3. the Customer shall within thirty (30) days send to the Supplier or otherwise dispose of in accordance with the directions of the Supplier copies of all Documentation and all Confidential Information relating to the Services then in the possession of the Customer;
10.2.4. all the Customer data, including but not limited to databases, contacts, calendars, email, content, recordings etc., will be irrevocably deleted by the Supplier within thirty (30) days of termination, unless such records are legally required to be retained by the Customer, in which case the Customer shall notify the Supplier and the Supplier shall secure all necessary data prior to termination. The Supplier will not be responsible for any loss of data or any damages resulting from the deletion of this data following the termination of the Services;
10.2.5. clauses that are necessary for the enforcement or interpretation of this Contract shall survive, which shall include, but not be limited to, clauses relating to termination, payments, warranty, confidentiality, solicitation, indemnification, retention of title and protection of Intellectual Property Rights;
10.2.6. in the event that any money is owed by Supplier to the Customer, Supplier shall refund any money after first deducting any money due to Supplier under this Contract or any other contract that Supplier has with the Customer;
10.2.7. subject as otherwise provided in this Contract and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this Contract;
10.3. Where individual Order Forms are terminated in isolation to the main Contract, clauses 10.2.1, 10.2.2, 10.2.3, 10.2.4, 10.2.5 and 10.2.6 sh...
Termination Consequences. On the termination of this Agreement for any reason:
22.1 Clauses that are necessary for the enforcement or interpretation of this Agreement shall survive, which shall include clauses relating to confidentiality and protection of Intellectual Property Rights; and
22.2 Subject as otherwise provided in this Agreement and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this Agreement.
Termination Consequences. If this Agreement is terminated pursuant to Section 8.1, (a) all further obligations of the parties under this Agreement shall terminate, except that the obligations in Sections 5.6, 12.3, 12.8, and 12.12 shall survive, (b) each party shall pay the costs and expenses incurred by it in connection with this Agreement, except as provided in Section 12.12, and (c) nothing shall prevent any party hereto from pursuing any of its legal rights or remedies that may be granted to any such party by law against any other party to this Agreement, except that no party shall be entitled to obtain Consequential Damages.
Termination Consequences. In the event of this agreement being determined whether by effluxion of time, notice, breach or otherwise:
13.1 The Employer shall immediately pay to the Contractor:
13.1.1 All arrears of Payments and any other sums due under the terms of this Agreement, and
13.1.2 All further sums which would but for the determination of this Agreement have fallen due at the end of the Services.
13.2 Either party shall be entitled to exercise any one or more of the rights and remedies given to it under the terms of this agreement and the determination of this agreement shall not affect or prejudice such rights and remedies and each party shall be and remain liable to perform all outstanding liabilities under this agreement notwithstanding that the other may have exercised one or more of the rights and remedies against it.
13.3 Any right or remedy to which either party is or may become entitled under this agreement or in consequence of the other’s conduct may be enforced from time to time separately or concurrently with any right or remedy given by this agreement or now or afterwards provided for and arising by operation of law so that such rights and remedies are not exclusive of the other or others but are cumulative.
Termination Consequences. Upon termination of this Addendum:
Termination Consequences. 17.1 In the event of the Contract being terminated for any of the reasons contained in Clause 16.2 above the Council will:
(a) cease to be under any obligation to make further payment until the costs, loss and/or damage resulting from or arising out of the termination of the Consultant's engagement shall have been calculated; and
(b) be entitled to employ and pay other persons to provide and complete the provision of the Services or any part thereof; and
(c) be entitled to deduct from any sum or sums that would but for this Clause 17 have been due from the Council to the Consultant under this Contract or any other contract or agreement, or be entitled to recover the same from the Consultant as a debt, together with any consequent loss or damage to the Council. Such loss or damage will include the reasonable costs to the Council of the time spent by its officers in terminating the Contract, and in making alternative arrangements for the provision of the Services or any part thereof.
17.2 The rights of the Council under this Clause 17 are in addition to and without prejudice to any other rights the Council may have against the Consultant.
17.3 In the event that the Consultant terminates the Contract under the provisions of Clause 16.3(a) it shall be entitled to recover its reasonable expenses from the Council of recovering its unpaid invoices.
17.4 In the event that the Consultant terminates the Contract under the provisions of Clause 16.3(b) it shall provide the Council with reasonable assistance at its own cost in implementing an orderly transition to a new Consultant.
17.5 The termination of the Contract, howsoever arising, will be without prejudice to any rights or obligations theretofore accrued or to any provisions which are expressed to be performed after or to survive the termination of this Contract.
Termination Consequences. 15.3.1 If this Agreement is terminated for any reason, Company shall not be excused from performing its obligations under this Agreement with respect to payment for all monies due Jabil hereunder in connection with activities occurring prior to termination or expiration of this Agreement including fees, costs and expenses incurred by Jabil up to and including the effective date of such termination or expiration in accordance with this Agreement. The following Sections 3.8, 3.10.4, 4.4.3, 4.6, 5.1, 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 6, 7, 8, 10.2, 13, 15.3, 15.4, 16, 17.1, 17.2, 17.3, 17.4, 18, 19, 23 and 25 shall survive the expiration, cancellation or termination of this Agreement.
15.3.2 All Purchase Orders acknowledged by Jabil prior to the Termination Effective Date will be fulfilled pursuant to and subject to the terms of this Agreement, even if the delivery dates of Products under such Purchase Orders are after such Termination Effective Date, not to exceed ninety (90) days from said Termination Effective Date. The provisions of Section 3.9 shall not apply to deliveries made after the Termination Effective Date.
Termination Consequences. 15.3.1 If this Agreement is terminated for any reason, iRobot shall not be excused from performing its obligations under this Agreement with respect to payment for all monies due to Kin Yat hereunder including fees, costs and expenses incurred by Kin Yat up to and including the effective date of such termination in accordance with Section 15.3.3. The following Sections 3.8, 3.10.4, 4.5, 4.11.3, 4.13, 5, 6, 7, 8, 10, 13, 15.3, 15.4, 15.5, 16, 17.1, 17.2, 17.3, 17.4, 18, 19, 23, 25 and Schedule 4 shall survive the expiration, cancellation or termination of this Agreement.
15.3.2 All Purchase Orders issued prior to the effective date of the termination or expiration will be fulfilled pursuant to and subject to the terms of this Agreement, even if the delivery dates of Products under such Purchase Orders are after such effective date of expiration or termination. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act - [***] denotes omissions.
15.3.3 Within [***] of the effective date of the expiration or termination of this Agreement for any reason other than Kin Yat’s material uncured breach, iRobot shall purchase at Kin Yat’s cost any raw materials (including packaging materials) that Kin Yat has purchased exclusively for the production of Products for iRobot, WIP and finished Product that have not been shipped previously to iRobot. At its option iRobot may, in lieu of purchasing such raw materials at cost, place Purchase Orders with Kin Yat for additional Product under the terms of this Agreement in order to extinguish existing stocks of such raw materials. In the event that the Agreement terminates as a result of a material uncured breach by Kin Yat, iRobot shall be under no obligation to purchase any unused raw materials from Kin Yat. In the event that the Agreement terminates for any other reason, iRobot shall purchase from Kin Yat all Product inventory (including WIP and finished Product). Kin Yat shall accommodate last buy order from iRobot
