Effect of Expiration or Termination. Expiration or termination of this Agreement shall not affect the accrued rights and obligations of either Party, including either Party’s obligations to make all payments to the other Party pursuant to this Agreement or post-termination audit rights under Section 12.2.
Effect of Expiration or Termination. (a) Upon expiration of the License Term, all of the following will apply:
(i) All licenses and associated rights granted to Otsuka by GW Pharma pursuant to Section 2.1 of this Agreement shall be deemed to be paid-up and irrevocable;
(ii) GW Pharma shall, at Otsuka’s election, continue to supply Licensed Products to Otsuka on the terms of the Manufacturing and Supply Agreement for its term and Otsuka shall be entitled to exercise full manufacturing rights pursuant to Section 2.2;
(iii) Otsuka shall be entitled to require the transfer of manufacturing technology, protocols, standard operating procedures and the like as specified in the Manufacturing and Supply Agreement;
(iv) All licenses and associated rights granted to GW Pharma by Otsuka pursuant to Section 2.3 of this Agreement shall continue for the term of the Manufacturing and Supply Agreement so long as the Manufacturing and Supply Agreement is not terminated by Otsuka or manufacture of the Licensed Products is assumed by Otsuka but without terminating the Manufacturing and Supply Agreement;
(v) In its sole discretion Otsuka shall have the right to terminate the Manufacture and Supply Agreement according to its terms including as to notice period and have the right to ask GW Pharma to offer terms for the future supply of Licensed Products or just BDS, such offer to be made in GW Pharma’s discretion.
(vi) The license and associated rights granted by Otsuka to GW Pharma pursuant to Section 2.3 of this Agreement shall continue in full force and effect as a royalty-free license, and otherwise on the same terms as set forth in Section2.3
(b) If this Agreement is terminated by Otsuka pursuant to Section 10.3(a) or 10.3(b), all of the following will apply:
(i) All licenses and associated rights granted to Otsuka by GW Pharma pursuant to Sections2.1 and 2.4 of this Agreement shall continue in full force and effect as perpetual licenses, but otherwise on the same terms as set forth in Sections 2.1 and 2.4 and the remainder of this Agreement, and all amounts that absent such termination would be due to GW Pharma hereunder as Product Royalties shall continue to be due, but only in the case of termination under Section 10.3(a) shall be due in amounts reduced by *** percent (***%) of amounts that would otherwise be due. Otsuka will be entitled to a complete duplicate of (or complete access to, as appropriate) the Licensed Intellectual Property and all embodiments of the Licensed Intellectual Property, and same, i...
Effect of Expiration or Termination. Upon termination or expiration of an Order, all Subscription Service(s) granted thereunder will terminate immediately. If an Order is terminated by Customer as a result of an uncured material breach by PROS, PROS will refund to Customer any pre- paid Subscription Service fees for the period after the effective date of termination.
Effect of Expiration or Termination. Except as set forth in Section 7.5, upon expiration or any termination of this Agreement pursuant to this Section 7 all obligations and rights and licenses granted hereunder shall immediately terminate and each Party shall have no further obligations. Each Party shall retain ownership of its respective Confidential Information, and shall, if requested, return to the other party all of the Confidential Information received from the other Party up to the effective date of termination.
Effect of Expiration or Termination. Expiration or termination of the Term will not affect any rights or obligations that (i) are to survive the expiration or earlier termination of this Agreement pursuant to 0 and (ii) were incurred by the Parties prior to such expiration or earlier termination. Upon the expiration or earlier termination of this Agreement, and subject to Distributor elections set forth in subsection (c) below, Subdistributor shall promptly: (i) cease to represent itself as Distributor’s authorized subdistributor with respect to the Products, and shall otherwise desist from all conduct or representations that might lead the public to believe that Subdistributor is authorized by Distributor to market, distribute or solicit sales of the Products; (ii) make arrangements with Distributor relative to the handling and return of any consigned Products or Instruments; (iii) return to Distributor all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Distributor’s Confidential Information; (iv) to the extent legally permissible to do so, permanently erase all of Distributor’s Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery and/or information technology backup systems (provided, however, Subdistributor shall destroy any such copies upon the normal expiration of its backup files); and (v) certify in writing to Distributor that it has complied with the requirements of this 0. In the event (i) Subdistributor does not immediately return all such consigned Products and Instruments, or (ii) Distributor, in its discretion, determines that the consigned Products and Instruments that are returned are not in a useable condition, Subdistributor shall, at Distributor’s election, within 30 days of any such termination or expiration, either pay to Distributor an amount equal to the Products and Instrument price, as applicable, at an amount equal to the then-current wholesale transfer price or Distributor shall deduct such amount from any amounts otherwise due and payable to Subdistributor (if any). Further, any consigned Products or Instruments that are returned (1) damaged, (2) with an expired shelf life or sterile expiration date, or (3) with a breach of package integrity, will not be credited upon return and the replacement cost equal to then-current wholesale transfer price shall be due and payable from the Subdistributor or will be deducted from any amounts othe...
Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement (including Section 10.5 below):
(a) all rights, licenses, consents and authorizations granted by either party to the other hereunder will immediately terminate;
(b) NCIT shall promptly cease all use of any Licensee Data or Licensee’s Confidential Information and erase all Licensee Data and Licensee’s Confidential Information from all systems NCIT controls; provided that, (i) for clarity, NCIT’s obligations under this Section 10.4(b) do not apply to any Resultant Data, (ii) NCIT and its affiliates may retain, use and disclose Licensee Data or Licensee Confidential Information as required by Law, and (iii) NCIT and its affiliates may retain Licensee Data and Licensee Confidential Information in its regular backup, archived or disaster recovery systems or files;
(c) Licensee shall promptly cease all use of any Services or NCIT Materials and (i) promptly return to NCIT, or at NCIT’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any NCIT Materials or NCIT’s Confidential Information; and (ii) permanently erase all NCIT Materials and NCIT’s Confidential Information from all systems Licensee directly or indirectly controls; provided that Licensee may retain NCIT Materials or NCIT’s Confidential Information in its regular backup, archived or disaster recovery systems or files, or as permitted by Section 9.4; an officer or director of Licensee shall, within 30 days from the effective date of the termination, certify in writing that all copies of the Software and Documentation have been returned, deleted and destroyed;
(d) NCIT may disable all Licensee and Authorized User access to Hosted Services and NCIT Materials;
(e) if Licensee terminates this Agreement pursuant to Section 10.3(b), Licensee will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and NCIT will refund to Licensee Fees paid in advance for Services that NCIT has not performed as of the effective date of termination; and
(f) if NCIT terminates this Agreement pursuant to Section 10.3(a) or Section 10.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Licensee shall pay such Fees, together with all previously-accrued but not yet paid Fees, on receipt of NCIT’...
Effect of Expiration or Termination. (a) Expiration or termination of this Agreement in its entirety pursuant to this Article 4 shall not (i) relieve a Party hereto of any obligation accruing to such Party prior to such termination, or (ii) result in the waiver of any right or remedy by a Party hereto accruing to such Party prior to such termination. Upon termination of this Agreement in its entirety, all licenses granted to Inspire by InSite under this Agreement will terminate, and all rights therein will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks and Domain Names in the Territory.
(b) Termination of this Agreement with respect to a particular country pursuant to this Article 4 shall not (i) relieve a Party hereto of any obligation accruing to such Party prior to such termination, (ii) result in the waiver of any right or remedy by a Party hereto accruing to such Party prior to such termination, or (iii) result in the termination or modification of any rights or obligations of a Party under the Agreement not involved in such termination. Upon termination of this Agreement with respect to a particular country, the licenses granted to Inspire by InSite under this Agreement solely with respect to such country will terminate, and all such rights will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks in such country.
(c) Notwithstanding anything to the contrary in this Agreement, the licenses granted to Inspire by InSite under this Agreement shall continue during any period in which Inspire continues to have the right to sell Inspire Licensed Products under Sections 10.6(c) or 10.7(c) of the License Agreement solely in connection with Inspire’s exercise of its rights as set forth in the License Agreement during such period.
Effect of Expiration or Termination. Expiration or termination of this Agreement under any of the foregoing provisions: (a) shall not affect the amounts due under this Agreement by either party that exist as of the date of expiration or termination, and (b) as of such date the provisions of Sections 5.2, 5.3, and 5.4 shall apply with respect to payment and shipment to Customer of finished Products, Inventory, and Special Inventory in existence as of such date, and (c) shall not affect Flextronics’s express limited warranty in Section 6.2 above. Termination of this Agreement, settling of accounts in the manner set forth in the foregoing sentence shall be the exclusive remedy of the parties for breach of this Agreement, except for breaches of Section 6.2, 9.1, 9.2, or 10.1. Sections 1, 3.5, 3.6, 3.7, 4, 5.3, 5.4, 6.2, 6.3, 0, 0, 0, xxx 00 xxxxx xx the only terms that shall survive any termination or expiration of this Agreement.
Effect of Expiration or Termination. Expiration or termination of this Agreement shall not affect any rights or obligations of the Parties, including the payment of amounts due, which have accrued up to the date of such expiration or termination. Upon expiration or termination of this Agreement, the provisions of Sections 1, 2, 3, 4, 5, 6, 7.2, 7.3, 7.4 and 9 shall survive and shall continue in full force and effect in accordance with their terms.
Effect of Expiration or Termination. 2.4.1 Upon the expiration or termination of the Agreement, both Parties shall promptly return any and all Confidential Information of the other Party, including copies and reproductions of such Confidential Information, at the returning Party’s sole expense. Notwithstanding the foregoing, each Party shall not be required to return or destroy Confidential Information of the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures in the ordinary course of the receiving Party’s business; provided, however, that any such Confidential Information so retained shall remain subject to the confidentiality and non-use obligations contained in this Terms and Conditions.
2.4.2 Upon any termination or expiration of the Agreement, Xxxxxxxx's right to access and use the GivexPay Services will terminate. Upon any such termination or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability), and Section 11 (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, Xxxxxxxx acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. Xxxxxxxx agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid i...
