Common use of Upon termination of this Agreement Clause in Contracts

Upon termination of this Agreement. (A) all confidentiality provisions set out herein shall remain in full force and effect for a period of five (5) years; (B) all representations, warranties, and indemnities shall survive the termination of this agreement and shall remain in full force and effect; (C) termination of this Agreement for any reason shall not release any Party hereto from any liability which, at the time of such termination, has already accrued to the other Party or which is attributable to a period prior to such termination nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement; (D) except as is necessary to enable Elan to exercise the licenses to be granted by Newco and/or Sheffield to Elan under this Agreement, upon any termination of this Agreement, Newco, Sheffield and Elan shall promptly return to the other Party all Confidential Information received from the other Party (except one copy of which may be retained for archival purposes); (E) in the event this Agreement is terminated for any reason, Sheffield shall have the right for a period of six (6) months from termination to sell or otherwise dispose of the stock of any Product then on hand, which such sale shall be subject to applicable terms of this Agreement; (F) any sums that were due from Sheffield to Newco and Elan prior to the exercise of the right to terminate this Agreement shall be paid in full within sixty (60) days of termination of this Agreement; (G) the rights of inspection and audit shall continue in force for the period referred to in the relevant provisions of this Agreement; (H) At Elan's option, except for the termination of this Agreement due to the Insolvency of Elan, or unless the Elan License Agreement is terminated due to the breach by Elan beyond any cure or grace period in accordance with the terms thereof, the Newco Intellectual Property, the Newco Improvements, all improvements developed or invented by or on behalf of Sheffield during the Project and all of the rights whatsoever granted to Sheffield hereunder shall immediately be deemed to have been reverted, assigned and transferred to Elan, including rights in and to the Joint Intellectual Property.

Upon termination of this Agreement. (A) all confidentiality provisions set out herein shall remain 10.5.1 If at any time Company sends notice of termination to Agent as provided in full force and effect for a period of five (5) years; (B) all representationsSection 10.2 above or the Agreement is otherwise terminated as provided herein, warranties, and indemnities shall survive the termination of this agreement and shall remain in full force and effect; (C) termination of this Agreement for any reason Agent shall not release solicit, underwrite, quote, bind, or issue any Party hereto from Policies or renew any liability which, at existing Policies for which the time inception date or renewal date falls after the effective date of such termination, has already accrued to the other Party or which is attributable to a period prior to such termination nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement; (D) except as is necessary to enable Elan to exercise the licenses to be granted by Newco and/or Sheffield to Elan under this Agreement, upon any termination of this Agreement, Newco, Sheffield nor shall Agent cancel and Elan shall promptly return rewrite any existing Policies to the other Party all Confidential Information received from the other Party (except one copy of which may be retained provide for archival purposes); (E) in the event this Agreement is terminated for any reason, Sheffield shall have the right for a period of six (6) months from termination to sell inception or otherwise dispose of the stock of any Product then on hand, which such sale shall be subject to applicable terms of this Agreement; (F) any sums that were due from Sheffield to Newco and Elan anniversary dates prior to the exercise of the right to terminate this Agreement shall be paid in full within sixty (60) days effective date of termination of this Agreement; (G) . Unless instructed otherwise by Company in writing, anniversary dates of Policies shall be regarded as renewal dates for this purpose, and Agent shall terminate any such Policies on its next anniversary date after the rights effective date of inspection and audit shall continue in force for the period referred to in the relevant provisions termination of this Agreement;, subject to applicable governmental regulatory requirements for cancellation or non-renewal. Upon termination of this Agreement, the authority of Agent to underwrite or issue Policies on behalf of Company shall also terminate. (H) At Elan10.5.2 Unless otherwise indicated by this Agreement or Company otherwise notifies Agent in writing, Agent's option, except for the duties and responsibilities under this Agreement shall survive termination of this Agreement due until such time as all Policies issued, underwritten, or serviced by Agent pursuant to this Agreement have expired and the Reinsurance Agreements have expired, all known losses there under have been paid or settled, have run off or otherwise have been disposed of in the judgment of Company, all incurred but not reported loss reserves have been reduced to zero, and any amounts owed to Company by others or under the Reinsurance Agreements have been collected by Company. The only compensation Agent shall receive for its performance of its duties hereunder (both during and after the term of this Agreement) is set forth in the Commissions Section of Exhibit A attached hereto. 10.5.3 Agent shall, unless notified in writing to the Insolvency contrary by Company: a. Continue to represent Company for the purpose of Elanservicing Policies placed by Agent with Company which are in force on, or unless renewed at Company's election, or as required by law, after the Elan License Agreement is terminated due date of termination of this Agreement, and Agent shall continue to receive its normal compensation for such services. b. Issue and countersign appropriate endorsements on Policies in force, provided that without prior written approval of Company, such endorsement shall not increase nor extend Company's liability nor extend the breach by Elan beyond term of any cure or grace period in accordance with the terms thereof, the Newco Intellectual Property, the Newco Improvements, all improvements developed or invented by or on behalf Policy. c. Collect and receipt for premiums and retain commissions out of Sheffield during the Project and all of the rights whatsoever granted to Sheffield hereunder shall immediately be deemed to have been reverted, assigned and transferred to Elan, including rights in and to the Joint Intellectual Propertypremiums collected as full compensation.

Upon termination of this Agreement. (A) all confidentiality provisions set out herein shall remain 10.5.1 If at any time Company sends notice of termination to Agent as provided in full force and effect for a period of five (5) years; (B) all representationsSection 10.2 above or the Agreement is otherwise terminated as provided herein, warranties, and indemnities shall survive the termination of this agreement and shall remain in full force and effect; (C) termination of this Agreement for any reason Agent shall not release solicit, underwrite, quote, bind, or issue any Party hereto from Policies or renew any liability which, at existing Policies for which the time inception date or renewal date falls after the effective date of such termination, has already accrued to the other Party or which is attributable to a period prior to such termination nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement; (D) except as is necessary to enable Elan to exercise the licenses to be granted by Newco and/or Sheffield to Elan under this Agreement, upon any termination of this Agreement, Newco, Sheffield nor shall Agent cancel and Elan shall promptly return rewrite any existing Policies to the other Party all Confidential Information received from the other Party (except one copy of which may be retained provide for archival purposes); (E) in the event this Agreement is terminated for any reason, Sheffield shall have the right for a period of six (6) months from termination to sell inception or otherwise dispose of the stock of any Product then on hand, which such sale shall be subject to applicable terms of this Agreement; (F) any sums that were due from Sheffield to Newco and Elan anniversary dates prior to the exercise of the right to terminate this Agreement shall be paid in full within sixty (60) days effective date of termination of this Agreement; (G) . Unless instructed otherwise by Company in writing, anniversary dates of Policies shall be regarded as renewal dates for this purpose, and Agent shall terminate any such Policies on its next anniversary date after the rights effective date of inspection and audit shall continue in force for the period referred to in the relevant provisions termination of this Agreement;, subject to applicable governmental regulatory requirements for cancellation or non-renewal. Upon termination of this Agreement, the authority of Agent to underwrite or issue Policies on behalf of Company shall also terminate. (H) At Elan10.5.2 Unless otherwise indicated by this Agreement or Company otherwise notifies Agent in writing, Agent's option, except for the duties and responsibilities under this Agreement shall survive termination of this Agreement due until such time as all Policies issued, underwritten, or serviced by Agent pursuant to this Agreement have expired and the Reinsurance Agreements have expired, all known losses there under have been paid or settled, have run off or otherwise have been disposed of in the judgment of Company, all incurred but not reported loss reserves have been reduced to zero, and any amounts owed to Company by others or under the Reinsurance Agreements have been collected by Company. The only compensation Agent shall receive for its performance of its duties hereunder (both during and after the term of this Agreement) is set forth in the Commissions Section of Exhibit A attached hereto. 10.5.3 Agent shall, unless notified in writing to the Insolvency contrary by Company: A. Continue to represent Company for the purpose of Elanservicing Policies placed by Agent with Company which are in force on, or unless renewed at Company's election, or as required by law, after the Elan License Agreement is terminated due date of termination of this Agreement, and Agent shall continue to receive its normal compensation for such services. B. Issue and countersign appropriate endorsements on Policies in force, provided that without prior written approval of Company, such endorsement shall not increase nor extend Company's liability nor extend the breach by Elan beyond term of any cure or grace period in accordance with the terms thereof, the Newco Intellectual Property, the Newco Improvements, all improvements developed or invented by or on behalf Policy. C. Collect and receipt for premiums and retain commissions out of Sheffield during the Project and all of the rights whatsoever granted to Sheffield hereunder shall immediately be deemed to have been reverted, assigned and transferred to Elan, including rights in and to the Joint Intellectual Propertypremiums collected as full compensation.

Upon termination of this Agreement. (A) all confidentiality provisions set out herein 10.5.1 If at any time the Company sends notice of termination to Agent as provided in Section 10.2 above or the Agreement is otherwise terminated as provided herein, Agent shall remain in full force and effect for a period of five (5) years; (B) all representationsnot, warranties, and indemnities shall survive the termination of this agreement and shall remain in full force and effect; (C) termination of this Agreement for any reason shall not release any Party hereto from any liability which, at the time of such termination, has already accrued to the other Party or which is attributable to a period prior to such termination nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement; (D) except as is necessary to enable Elan to exercise the licenses to be granted by Newco and/or Sheffield to Elan under this Agreement, upon solicit, underwrite, quote, bind or issue any Policies or renew any existing Policies for which the inception date or renewal date falls after the effective date of termination of this Agreement, Newco, Sheffield nor shall Agent cancel and Elan shall promptly return rewrite any existing Policies to the other Party all Confidential Information received from the other Party (except one copy of which may be retained provide for archival purposes); (E) in the event this Agreement is terminated for any reason, Sheffield shall have the right for a period of six (6) months from termination to sell inception or otherwise dispose of the stock of any Product then on hand, which such sale shall be subject to applicable terms of this Agreement; (F) any sums that were due from Sheffield to Newco and Elan anniversary dates prior to the exercise of the right to terminate this Agreement shall be paid in full within sixty (60) days effective date of termination of this Agreement; (G) . Anniversary dates of Policies shall be regarded as renewal dates for this purpose, and Agent shall terminate any such Policies on its next anniversary date after the rights effective date of inspection and audit shall continue in force for the period referred to in the relevant provisions of this Agreement; (H) At Elan's option, except for the 16 termination of this Agreement due to unless instructed otherwise by the Insolvency Company in writing. Upon termination of Elan, or unless the Elan License Agreement is terminated due to the breach by Elan beyond any cure or grace period in accordance with the terms thereofthis Agreement, the Newco Intellectual Property, the Newco Improvements, all improvements developed authority of Agent to underwrite or invented by or issue Policies on behalf of Sheffield during the Project Company shall also terminate. 10.5.2 Unless otherwise indicated by this Agreement or Company otherwise notifies Agent in writing, Agent's duties and responsibilities under this Agreement shall survive termination of this Agreement until such time as all Policies issued, underwritten or serviced by Agent pursuant to this Agreement have expired and the Quota Share has expired, and all known losses thereunder have been paid or settled, have runoff or otherwise have been disposed of in the judgement of the rights whatsoever granted to Sheffield hereunder shall immediately be deemed to Company, and all incurred but not reported loss reserves have been revertedreduced to zero, assigned and transferred to Elan, including rights in and any amounts owed to the Joint Intellectual Property.Company by others or under the Quota Share in regard to any claims have been collected by the Company. The only compensation Agent shall receive for its performance of its duties hereunder (both during and after the term of this Agreement) is set forth in the Commissions section of Exhibit A. 10.5.3 Agent shall, unless notified in writing to the contrary by Company: a. Continue to represent Company for the purpose of servicing Policies placed by Agent with Company which are in force on, or renewed at Company's election, or as required by law, after the date of termination of this Agreement and continue to receive its normal compensation for such services. B. Issue and countersign appropriate endorsements on contracts of insurance in force, provided that without prior written approval of Company, such endorsement shall not increase

Upon termination of this Agreement. 28.6.1 Licensee shall cease using the Intellectual Property Rights licensed to it under this Agreement and shall deliver to Licensor all documents embodying the Know-how or other Intellectual Property Rights in its possession or control, or destroy (Aand certify such destruction to Licensor) all confidentiality provisions set out herein shall remain in full force such documents, it being understood that (i) Licensee may retain one (1) copy of any such document exclusively for record-retention purposes and effect for the purpose of monitoring compliance with its obligations pursuant to this Agreement and subject to any copies remaining on the Licensee`s standard computer back-up devices (which copies the Licensee agrees not to access after the termination) and (ii) if the Know-how has, as a period whole, become publicly known, other than by the action of five (5) yearsLicensee, then Licensee may continue to use it without further payment to Licensor, subject to any relevant Patents or other Intellectual Property Rights held by Licensor then subsisting; (B) all representations, warranties, and indemnities shall survive the termination of this agreement and shall remain in full force and effect; (C) termination of this Agreement for any reason shall not release any Party hereto from any liability which, at the time of such termination, has already accrued to the other Party or which is attributable to a period prior to such termination nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement; (D) except as is necessary to enable Elan to exercise the licenses to be granted by Newco and/or Sheffield to Elan under this Agreement, upon any termination of this Agreement, Newco, Sheffield and Elan shall promptly return to the other Party all Confidential Information received from the other Party (except one copy of which may be retained for archival purposes); (E) in the event this Agreement is terminated for any reason, Sheffield 28.6.2 Licensee shall have the right right, for a period of six (6) months from the date of termination of this Agreement, to sell or otherwise dispose stocks of the stock Products manufactured by Licensee itself or supplied by Licensor prior to the date of any Product then termination. Royalties and other amounts due under this Agreement shall remain payable on hand, which all such sale shall be subject to applicable terms of Products calculated in accordance with this Agreement; (F) any sums that were 28.6.3 Royalties and other amounts due from Sheffield to Newco and Elan prior to the exercise of the right to terminate under this Agreement shall be paid to Licensor within two (2) calendar months after the date of effective expiration or termination and Licensee shall at the same time pay any undisputed outstanding royalties or other amounts due under this Agreement and render statements in full within sixty respect of all other Products sold, put into use or otherwise disposed of prior to the date of effective expiration or termination; 28.6.4 The provisions relating to the payment of royalties and other amounts due under this Agreement and the rendering and auditing of accounts and other information, shall remain in force as long as may be necessary in order to wind-up the outstanding obligations of both parties; 28.6.5 Subject only to the provisions of Clause 28.6.2 hereof, Licensee shall cease using or operating under any Regulatory Approval of the Product and shall, to the extent Licensee is the holder of any Regulatory Approval, promptly do one or more of the following as explicitly requested by Licensor from time to time: (60a) days to the extent possible, transfer to Licensor or its designee any Regulatory Approval of termination the Product, at Licensee’s costs (unless Licensee terminates because of this Agreementbreach of Licensor); (Gb) the rights of inspection and audit shall continue if a transfer as envisaged under (a) is not possible, or with a view to making a transfer as envisaged under (a) possible, cancel any such Regulatory Approval in force order to facilitate application for the period referred to in the relevant provisions of this Agreementcorresponding registrations by Licensor or its designees; (Hc) At Elan's optionpermit and authorise Licensor or its designee, while applying for corresponding registrations, to rely on or refer to any documents submitted by Licensee to Regulatory Authorities in respect of the Product; (d) take any other steps which may be reasonably necessary to enable Licensor or its designee to use or operate under any Regulatory Approval of the Product obtained pursuant to this Agreement, including the execution of a no-objection letter or similar document; provided that any step under (a) through (d) here above shall be taken only in close co-operation with Licensor and with Licensor’s prior written approval for each such step that is of an irrevocable nature; and 28.6.6 Licensor shall cease using the Intellectual Property Rights of the Licensee Foreground IP, except for Patents and Know-how which Licensor can continue to use, or the termination Licensee Background IP licensed to it under this Agreement, unless otherwise stated in this Agreement. Licensor shall deliver to Licensee all documents embodying the Intellectual Property Rights other than Know-how and Patents in its possession or control, or destroy (and certify such destruction to Licensor) such documents, it being understood that Licensor may retain one (1) copy of any such document exclusively for record-retention purposes and for the purpose of monitoring compliance with its obligations pursuant to this Agreement due and subject to any copies remaining on the Insolvency Licensor`s standard computer back-up devices (which copies the Licensor agrees not to access after the termination). 28.6.7 The provisions of ElanClause 24 (Confidentiality), Clause 27 (Indemnities), as well as any other provision which by its terms or unless by the Elan License Agreement is terminated due to the breach by Elan beyond any cure or grace period in accordance with the terms context thereof, the Newco Intellectual Propertyis intended to survive termination, the Newco Improvements, all improvements developed or invented by or on behalf of Sheffield during the Project and all of the rights whatsoever granted to Sheffield hereunder shall immediately be deemed to have been reverted, assigned and transferred to Elan, including rights in and to the Joint Intellectual Propertyany event remain in force.