Buy-Out definition
Examples of Buy-Out in a sentence
Notwithstanding anything contained herein to the contrary, if any portion of the Undisputed Buy-Out Portion due to Distributor remains outstanding from Company as of the effective date of termination, or as of the expiration of the foregoing [***] period, as applicable, this Agreement shall remain in full force and effect and shall only be deemed terminated upon Company’s payment to Distributor of the Undisputed Buy-Out Portion, in full.
Notwithstanding anything contained herein to the contrary, in the event that either Party is prevented from performing any of its material obligations under this Agreement because of a Force Majeure Event, and such failure continues for more than [***], the Party which is not prevented from performance may terminate this Agreement without the payment of any Buy-Out, liquidated damages or other penalty.
Company shall pay the Undisputed Buy-Out Portion to Distributor no later than the effective date of termination (or, if the effective date of termination is less than [***] from the date of notice of termination, no later than [***] from the date of notice of termination) and the Parties shall in good faith work to settle the Disputed Buy-Out Portion no later than the [***] from the date of notice, no later than [***] from the date of notice of termination from Distributor).
For the avoidance of doubt, no Buy-Out shall be payable to Distributor upon (i) Distributor’s termination of this Agreement without cause pursuant to Section 3.2(b) or (ii) Company’s termination of this Agreement With Cause.
During the Captaincy Period, in the event that a Buy-Out (as defined in the U.S. Distribution Agreement) becomes due pursuant to Section 3.3(a)(i)(B) or Section 3.3(a)(ii) of the U.S. Distribution Agreement, the amount of such Buy-Out shall be deemed to be increased by [***].