Wind-Down Activities Clause Samples

Wind-Down Activities. Upon termination of this Agreement for any reason, Administrator’s obligations to perform the Services shall completely cease; provided, however, that the parties shall perform and make payment for such matters as are necessary to wind up their activities pursuant to this Agreement in an orderly manner and to comply with the six (6)- month Wind Down Period and Wind Down Process described in the ACCA. Any payments earned or Reimbursable Costs incurred by Administrator associated solely with the Services provided under this Agreement through the date of termination and through the Wind Down Period shall remain due and owing by OLPG and/or Administrator, as applicable, notwithstanding the termination of this Agreement.

Wind-Down Activities. Prior to expiration and upon notice of termination of this Agreement, or the lease for any LE Shop location, SRC shall, at LE’s expense, (collectively, the “Wind-down Activities”): (a) perform an orderly removal of fixtures, LE property, and Merchandise from the LE Shop; (b) leave the LE Shop area in a “broom clean” condition; and (c) pack and ship LE Merchandise, property, and fixtures to LE; provided that if LE has not paid all amounts due under this Agreement and the Ancillary Agreements, SRC may liquidate such LE property and apply the proceeds to amounts due SRC and its Affiliates under such agreements. LE must maintain an adequate stock of Merchandise through the expiration or termination of the location. If LE fails to maintain an adequate stock of Merchandise through the expiration or termination of a location, SRC shall be entitled to utilize unused space, including LE fixtures, at SRC’s sole discretion. For clarity, the parties note that this Agreement shall remain in effect, notwithstanding any such termination or expiration, of the underlying Lease for the duration of the Wind-down Activities; provided that SRC shall not be obligated to provide any Services other than the Wind-down Activities during such time with respect to such LE Shop. LE must provide SRC sufficient notice to allow SRC to complete the Wind-Down Activities during the term of the Lease applicable to each LE Shop; LE shall be solely responsible for all hold-over rent and other costs incurred as a result of such Wind-Down Activities not being completed during the normal term of the applicable Lease.

Wind-Down Activities. Upon termination of this Agreement for any reason, the Parties’ obligations to perform services hereunder shall completely cease; provided, however, that the Parties shall perform and make payments for such matters as are necessary to wind up their activities pursuant to this Agreement in an orderly manner and to comply with the six (6)-month Wind Down Period and Wind Down Process described in the ACCA. Any payments earned through the date of termination shall remain due and owing notwithstanding the termination of the Agreement.

Wind-Down Activities. Upon any termination of this Agreement, in whole or in part, by MeiraGTx for ▇▇▇▇▇▇▇’▇ uncured material breach under Section 15.2(a), by MeiraGTx under Section 15.2(b) or Section 15.2(c), or by ▇▇▇▇▇▇▇ under Section 15.2(d), then the following shall occur: (i) ▇▇▇▇▇▇▇ hereby grants to MeiraGTx, with respect to the Terminated Product(s), a non-exclusive, perpetual and irrevocable right and license, with the right to grant sublicenses (through multiple tiers), under ▇▇▇▇▇▇▇’▇ Sole Inventions as necessary to Develop, Manufacture and Commercialize such Terminated Product(s) in the Field in the Territory; (ii) Effective as of such termination date, ▇▇▇▇▇▇▇ hereby assigns, and shall [***] transfer (at MeiraGTx’s reasonable expense, unless MeiraGTx terminated this Agreement, in whole or in part, for ▇▇▇▇▇▇▇’▇ uncured material breach under Section 15.2(a), in which case such transfer shall be at ▇▇▇▇▇▇▇’▇ reasonable expense) on an as-is, where-is basis, to MeiraGTx or MeiraGTx’s designee possession and ownership of all governmental or regulatory correspondence, conversation logs, filings and approvals (including all Regulatory Approvals and Pricing Approvals), and global safety database, in each case relating to the Development, Manufacture or Commercialization of the Terminated Product(s) and to the extent permitted under Applicable Law, and ▇▇▇▇▇▇▇ shall reasonably cooperate, at no additional out-of-pocket cost to ▇▇▇▇▇▇▇, with requests by MeiraGTx for assistance necessary to facilitate MeiraGTx’s assumption of regulatory responsibilities for the Terminated Product(s) in the applicable countries in which direct transfer is not permitted during the [***] following such termination date; Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. (iii) Effective as of such termination date, ▇▇▇▇▇▇▇ hereby assigns (and shall ensure that its Affiliates or Sublicensees hereby assign) to MeiraGTx all Trademarks used solely with respect to the Terminated Product(s) in the Territory (together with the goodwill associated with the foregoing); and (iv) Effective as of such termination date, ▇▇▇▇▇▇▇ shall [***] provide MeiraGTx with a summary of all Third Party agreements relating to the Development, Manufacture or Commercialization of the Terminated Product(s) to which ▇▇▇▇▇▇▇ is a party (other than those to be assigned to MeiraGTx) and ...

Wind-Down Activities. During a wind-down period Abbo▇▇'▇ ▇▇▇hts shall convert to non-exclusive for the Product to which the wind-down period applies, and Digene and Abbo▇▇ ▇▇▇ll continue to perform their respective duties and be bound to their respective obligations hereunder with respect to manufacturing, supplying, selling and distributing such Product. During such wind-down period, Abbo▇▇ ▇▇▇ its Affiliates shall only solicit Trade that were customers of Abbo▇▇ ▇▇ its Affiliates for the specific Product or Products which the wind-down period applies as of the date of the termination of the Term, and shall be precluded from selling such Product or Products to Third Parties that were not customers of Abbo▇▇ ▇▇ its Affiliates as of the date of the termination of the Term. If new customers contact Abbo▇▇ ▇▇ its Affiliates on their own regarding such Product or Products, Abbo▇▇ ▇▇▇ll refer such customers directly to Digene or its designee. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "*" AND BRACKETS AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Wind-Down Activities. As a condition of receiving this Lease Amendment, ▇▇▇▇▇▇ agrees to perform the Wind Down Activities and comply with the terms and conditions of the Wind Down Agreement, which is attached hereto as Exhibit A and incorporated herein by reference. ▇▇▇▇▇▇’s interests related to the use and occupancy of the Premises are solely and expressly limited to the Wind Down Activities and activities that are necessary to conduct during the Wind Down Activities. For example, a Lessee may continue to graze cattle and produce milk until the cattle are sold in accordance with the Wind Down Agreement.

Wind-Down Activities. Following the Closing, Magenta shall use its commercially reasonable efforts to continue the wind-down activities of Magenta associated with the termination of its research and development activities set forth on Section 6.17 of the Magenta Disclosure Schedule.

Wind-Down Activities. Following the Closing, Utah shall use its commercially reasonable efforts to continue the wind down activities of Utah associated with the termination of its research and development activities set forth on Section 5.13 of the Utah Disclosure Schedule.

Wind-Down Activities. Starting at the Effective Date, ▇▇▇▇▇▇ agrees to conduct the activities stated in Exhibit 1, which is incorporated herein by reference and establishes Lessee’s obligations for winding down ▇▇▇▇▇▇’s operations on the Premises and the scope of ▇▇▇▇▇▇’s cleanup of the Premises.