Transition of Services. 3.1. On the Effective Date hereof, Supplier agrees to pay Distributor, by wire transfer in immediately available funds to a bank account designed by Distributor, the sum of two million one hundred thousand US dollars ($2,100,000.00). 3.2. Subject to Clause 3.4 below, the effective date of expiration of this Agreement and termination of the distribution relationship between the Parties, including all packaging, testing, and distribution obligations hereunder, as to all countries within the Territory shall be at the close of business on the date six (6) months after the Effective Date (i.e. close of business on December 1, 2006) (“Closing Date” or “Closing”) provided that, upon reasonable request from Distributor, Supplier provides such reasonable assurances regarding Supplier’s capability (itself or through one or more Third Parties) to test, package and distribute Product in the Territory at the levels supported by Distributor as of the Effective Date. The termination upon Closing shall be deemed to constitute a termination by mutual agreement and shall not be deemed a termination for default, and neither Party shall have any responsibility or liability as a result of such termination except as otherwise expressly provided herein. The Parties hereby waive all rights to notice of termination or compensation relating to termination as may be otherwise provided under Applicable Laws. 3.3. Supplier acknowledges that as prerequisites to Closing, Supplier shall: (1) obtain all necessary variations to Marketing Authorizations for its or its Designee’s packaging and testing contractor and in-country sales order and distribution arrangements for the Product, together with obtaining any approvals for associated changes to artwork and labeling as may be required by any relevant Competent Authority; and (2) satisfy any other conditions for regulatory approvals to effectuate the transition of the services provided hereunder from Distributor to Supplier. 3.4. Subject to Clause 3.2 above, in the circumstance where: (1) as a prerequisite to Supplier assuming all distribution, packaging, testing, marketing and sale of Product in a country of the Territory, Supplier has made the necessary submissions for approval to the relevant Competent Authorities and such submission(s) have not yet been approved; or (2) Supplier is unable to provide reasonable assurances to Distributor pursuant to Clause 3.2 above and as evidenced by gaps or incomplete processes in Supplier’s (or its Designee’s) infrastructure for supporting testing, packaging and distribution operations, then Distributor, in Distributor’s sole discretion, may extend the Closing Date hereof to the date of the last anticipated approval or to the anticipated date when Supplier can provide such reasonable assurances. If Distributor decides to so extend the Closing, Distributor shall notify Supplier in writing. Under no circumstances shall the Closing Date be extended beyond March 25, 2007.
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Samples: Supply and Distribution Agreement, Supply and Distribution Agreement (Supergen Inc)
Transition of Services. 3.1. On the Effective Date hereof, Supplier agrees to pay Distributor, by wire transfer in immediately available funds to a bank account designed by Distributor, the sum of two million one hundred thousand US dollars ($2,100,000.00).
3.2. Subject to Clause 3.4 below, the effective date of expiration of this Agreement and termination of the distribution relationship between the Parties, including all packaging, testing, and distribution obligations hereunder, as to all countries within the Territory shall be at the close of business on the date Within six (6) months of execution of the Contract, Supplier and ELECT will develop a written exit plan (“Transition Out Plan”) detailing each Party’s respective tasks for the orderly transition and migration of all Content stored by Supplier to ELECT’s archive and/or to a system or application maintained by ELECT. The Supplier will maintain the Transition Out Plan throughout the Term, and update the Transition Out Plan as needed and subject to ELECT’s approval. At a minimum, the Transition Out Plan must provide that within 30 days of the expiration or termination of this Contract for any reason, Supplier shall return to ELECT all Content in its possession and stored by the Application on behalf of ELECT. Supplier shall return all such Content in a format accessible without the use of Supplier’s Application. Supplier’s failure to do so will constitute a material breach of this Contract and ELECT may exercise all available rights and remedies under law and equity, in addition to any remedies set forth in this Contract. At the request of ELECT prior to or upon expiration or termination of this Contract, Supplier shall provide all assistance as ELECT may reasonably require to transition the Supplier’s contractual obligations, or any portion thereof, to any other supplier with whom ELECT contracts for provision of same. This Transition Period obligation may extend beyond expiration or termination of the Contract for a period of time up to 24 months, as required and defined by ELECT. If this Contract includes Supplier's provision of Licensed Services, Supplier shall take no action to restrict or terminate the use of such Licensed Services after the Effective Date (i.e. close date of business on December 1expiration or termination of the Contract or during any Transition Period, 2006) (“Closing Date” or “Closing”) provided thatboth. In addition, upon reasonable request from Distributorat ELECT’s option, Supplier provides shall continue to provide Licensed Services for up to 24 months after the date of expiration or termination of the Contract in order to facilitate ELECT’s transition to another service model or provider. Supplier shall also provide such reasonable assurances regarding Supplier’s capability (itself or through one or more Third Parties) to test, package assistance as may be requested by ELECT and distribute Product in the Territory agrees such assistance will not be unreasonably withheld. Supplier will perform such assistance at the levels supported by Distributor pricing in effect as provided in Exhibit B: Pricing at the time of the Effective Dateexpiration or termination of the Contract. The termination upon Closing shall be deemed to constitute a termination by mutual agreement and shall not be deemed In the event of a termination for default, and neither Party shall have any responsibility or liability as a result of such termination except as otherwise expressly provided herein. The Parties hereby waive all rights to notice of termination or compensation relating to termination as may be otherwise provided under Applicable Laws.
3.3. Supplier acknowledges that as prerequisites to Closingbreach by Supplier, Supplier shall: (1) obtain all necessary variations to Marketing Authorizations for its or its Designee’s packaging and testing contractor and in-country sales order and distribution arrangements for the Product, together with obtaining any approvals for associated changes to artwork and labeling as may be required by any relevant Competent Authority; and (2) satisfy any other conditions for regulatory approvals to effectuate shall provide the transition of the services provided hereunder from Distributor assistance at no charge or fee to SupplierELECT.
3.4. Subject to Clause 3.2 above, in the circumstance where: (1) as a prerequisite to Supplier assuming all distribution, packaging, testing, marketing and sale of Product in a country of the Territory, Supplier has made the necessary submissions for approval to the relevant Competent Authorities and such submission(s) have not yet been approved; or (2) Supplier is unable to provide reasonable assurances to Distributor pursuant to Clause 3.2 above and as evidenced by gaps or incomplete processes in Supplier’s (or its Designee’s) infrastructure for supporting testing, packaging and distribution operations, then Distributor, in Distributor’s sole discretion, may extend the Closing Date hereof to the date of the last anticipated approval or to the anticipated date when Supplier can provide such reasonable assurances. If Distributor decides to so extend the Closing, Distributor shall notify Supplier in writing. Under no circumstances shall the Closing Date be extended beyond March 25, 2007.
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Samples: Information Technology Solution and Cloud Services Contract
Transition of Services. 3.1(a) The Parties hereto acknowledge the transitional nature of the Services. On Effective upon the Effective Date hereoftermination of the applicable Service Period (the “Employment Termination Date”), Supplier agrees to pay Distributor, by wire transfer in immediately available funds to a bank account designed by DistributorDMC shall terminate the employment and services of all employees and independent contractors of DMC (collectively, the sum “Designated Workers”) and shall pay any amounts due and owing to the Designated Workers through the Employment Termination Date (including any amounts resulting from the termination of two million one hundred thousand US dollars such Designated Worker’s employment or independent contractor Contract, which for the avoidance of doubt shall be included in the calculation of the final Payroll Amount); provided that notwithstanding the forgoing, to the extent any Designated Worker has a written employment Contract or independent contractor Contract with DMC and such Contract has not expired by the Employment Termination Date, Xxxx may, at its discretion in lieu of DMC terminating such Contract pursuant to the foregoing clause of this Section 1.3(a), assume such Contract and use commercially reasonable efforts to cause such Designated Worker to assign such Contract to Xxxx ($2,100,000.00to the extent such consent is required under such Contract).
3.2(b) As of the Employment Termination Date, Xxxx shall extend offers of employment on an “at-will” basis to each of the Designated Workers (other than those listed on Schedule II hereto (the “Non-Continuing Workers”), which Schedule shall be provided by Xxxx at least three Business Days prior to the Employment Termination Date) in accordance with Section 8.7 of the Purchase Agreement. Subject The employees of DMC shall be notified in writing by the benefits provider of their rights with regard to Clause 3.4 belowany group health plan coverage, shall timely collect and remit all premiums to the effective date appropriate party, and perform all other actions mandated by Title X of expiration the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), as codified in Section 4980B of the Code and that are required to be given, collected, or otherwise performed as a result of the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement and termination of to the distribution relationship between contrary, nothing express or implied in this Section 1.3 is (i) intended to confer upon any Person other than the Parties, including any Designated Workers, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, or (ii) shall create any obligation on the part of Xxxx to employ any Designated Worker for any period following the Employment Termination Date.
(c) Xxxx shall use commercially reasonable efforts (i) waive or cause to be waived any waiting periods, evidence of insurability requirements, or pre-existing condition limitations and similar limitations with respect to participation and coverage requirements applicable to the Designated Workers and (ii) provide each Designated Worker with credit for any co-payments and deductibles paid prior to the Employment Termination Date in satisfying any applicable deductible or out-of-pocket requirements under such group health plan. For vesting and eligibility purposes (other than any benefits under a defined benefit pension plan), all packaging, testing, and distribution obligations hereunder, as to all countries within service of the Territory Designated Workers with DMC (including any predecessors thereof) shall be at recognized by Xxxx as if such service were with Xxxx; provided, however, that such service shall not be recognized to the close extent that (i) such recognition would result in a duplication of business on benefits or (ii) such service was not recognized under the date six (6) months after the Effective Date (i.e. close corresponding benefit plan of business on December 1, 2006) (“Closing Date” DMC that such Designated Worker participated in or “Closing”) provided that, upon reasonable request from Distributor, Supplier provides such reasonable assurances regarding Supplier’s capability (itself was a member or through one or more Third Parties) to test, package and distribute Product in the Territory at the levels supported by Distributor beneficiary of as of the Effective Employment Termination Date. The termination upon Closing shall be deemed To the extent that any Designated Worker is not immediately eligible to constitute a termination by mutual agreement and shall not be deemed a termination for defaultenroll in Xxxx’x group medical, and neither Party shall have any responsibility or liability vision and/or dental insurance plans on the Employment Termination Date as a result of a probationary or waiting period or pre-existing condition limitations and similar limitations, then Xxxx shall reimburse such termination except Designated Worker for COBRA premiums paid by such Designated Worker to maintain medical, vision and dental insurance coverage through the date that such Designated Worker is eligible to enroll in Xxxx’x medical, vision and dental insurance plans, in each case at the same percentage of premiums as otherwise expressly provided herein. The Parties hereby waive all rights were paid by the relevant employer prior to notice of termination or compensation relating to termination as may be otherwise provided under Applicable Lawsthe Employment Termination Date.
3.3. Supplier acknowledges that (d) During the applicable Service Period, other than as prerequisites required by applicable Law or a Contract in existence prior to Closingthe date hereof, Supplier shallDMC shall not, without Xxxx’x prior written consent: (1i) obtain all necessary variations increase the compensation payable to Marketing Authorizations for its or its Designee’s packaging and testing contractor and in-country sales order and distribution arrangements for the Productgrant profit sharing, together with obtaining any approvals for associated changes to artwork and labeling as may be required by any relevant Competent Authority; and (2) satisfy retirement, deferred compensation, insurance or any other conditions for regulatory approvals compensation or benefits to effectuate the transition any of the services provided hereunder from Distributor to Supplier.
3.4. Subject to Clause 3.2 aboveDMC’s employees or independent contractors; (ii) enter into or modify any employment, severance, change in the circumstance where: (1) as a prerequisite to Supplier assuming all distributioncontrol, packaging, testing, marketing and sale consulting or similar agreement with any of Product in a country of the Territory, Supplier has made the necessary submissions for approval to the relevant Competent Authorities and such submission(s) have not yet been approvedDMC’s employees or independent contractors; or (2iii) Supplier is unable to provide reasonable assurances to Distributor pursuant to Clause 3.2 above hire any new employees or independent contractors, or terminate the employment and/or services of DMC’s employees or independent contractors.
(e) Promptly after the Employment Termination Date, DMC shall purchase and maintain in effect for three (3) years after the Employment Termination Date tail insurance for any “claims made” based professional liability insurance policies held by the Seller as evidenced by gaps or incomplete processes in Supplier’s (or its Designee’s) infrastructure for supporting testing, packaging and distribution operations, then Distributor, in Distributor’s sole discretion, may extend the Closing Date hereof to the date of the last anticipated approval or to the anticipated date when Supplier can provide such reasonable assurances. If Distributor decides to so extend the Closing, Distributor shall notify Supplier in writing. Under no circumstances shall the Closing Date be extended beyond March 25, 2007date.
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