Obligations on Termination. If this Agreement expires or is terminated in whole or in part for any reason, then (in addition to any other remedies Patheon may have in the event of default by the Client or Client may have in the event of default by Patheon):
(a) Unless Patheon has terminated this Agreement pursuant to Section 8.2(d) above, Patheon shall complete manufacturing of all Firm Orders for Drug Product pending as of the date of expiration or termination and the Client shall take delivery of and pay for all undelivered Drug Product that are manufactured and/or packaged pursuant to a Firm Order, at the price in effect at the time the Firm Order was placed;
(b) the Client shall purchase, at Patheon’s cost (including all costs incurred by Patheon in connection with the purchase and handling of such Inventory), the Inventory applicable to the Drug Product which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or in accordance with Section 5.3 prior to notice of termination being given;
(c) the Client shall satisfy the purchase price payable pursuant to Patheon’s orders with suppliers of Components, provided such orders were made by Patheon in reliance on Firm Orders or in accordance with Section 5.3; and
(d) Patheon shall return to the Client all unused Granulations (with shipping and related expenses, if any, to be borne by the Client). Any termination or expiration of this Agreement shall not affect any outstanding obligations or payments due hereunder prior to such termination or expiration, nor shall it prejudice any other remedies that the parties may have under this Agreement. For greater certainty, termination of this Agreement for any reason shall not affect the obligations and responsibilities of the parties pursuant to Articles 10 and 11 and Sections 13.1, 13.2, 13.3 and 13.15, all of which survive any termination.
Obligations on Termination. If this Agreement is completed, expires, or is terminated in whole or in part for any reason, then:
(a) Client will take delivery of and pay for all undelivered Products that are manufactured and/or packaged under a Firm Order and comply with their Specifications, at the price in effect at the time the Firm Order was placed;
(b) Client will purchase, at Patheon’s cost (including all costs incurred by Patheon for the purchase and handling of the Inventory), the Inventory applicable to the Products which was purchased, produced or maintained by Patheon in contemplation of filling Firm Orders or in accordance with Section 5.2 prior to notice of termination being given, provided that such Inventory complies with and is maintained in accordance with its Specifications;
(c) Client will satisfy the purchase price payable under Patheon’s orders with suppliers of Components, if the orders were made by Patheon in reliance on Firm Orders or in *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. accordance with Section 5.2, and the Components comply with and are maintained in accordance with their specifications;
(d) Patheon will return to Client or Client’s designee, as noted by Client in writing, all unused Active Materials (with shipping and related expenses, if any, to be borne by Client); and
(e) Client acknowledges that no competitor of Patheon will be permitted access to the Manufacturing Site.
(f) Client will make commercially reasonable efforts, at its own expense, to remove from Patheon site(s), within [***] Business Days, all of Client’s Components, Inventory and Materials (whether current or obsolete), supplies, undelivered Product, chattels, equipment or other moveable property owned by Client, related to the Agreement and located at a Patheon site or that is otherwise under Patheon’s care and control (“Client Property”). If Client fails to remove the Client Property within [***] Business Days following the completion, termination, or expiration of the Agreement Client will pay Patheon $[***] per pallet, per month, one pallet minimum ($[***] per pallet, per month, one pallet minimum, for any of the Client Property that contains controlled substances or requires refrigeration) thereafter for storing the Client Property and will assume any third party storage charges invoiced to Patheon regarding the Client Prop...
Obligations on Termination. Unless otherwise directed by Xxxxx, upon completion of an Order or after receipt of a notice of termination of an Order for any reason, Seller shall immediately: (a) stop work as directed in the notice; (b) place no further subcontracts or purchase orders for materials, services or facilities hereunder, except as necessary to complete any continued portion of an Order; and (c) terminate all subcontracts to the extent they relate to work terminated. Promptly after termination of this Order and unless otherwise directed by Xxxxx, Seller shall deliver to Buyer all completed work, work in process, including all designs, drawings, specifications, other documentation and material required or produced in connection with such work and all of Buyer’s Confidential Information as defined in Section 15.
Obligations on Termination. Unless otherwise directed by Xxxxx, upon completion of this Order or after receipt of a notice of termination of this Order for any reason, Seller shall immediately: (a) stop work as directed in the notice; (b) place no further subcontracts or purchase orders for materials, services or facilities hereunder, except as necessary to complete any continued portion of this Order; and
Obligations on Termination. On termination of this Agreement, Distributor shall cease to be an authorized distributor of Manufacturer and:
A. All amounts owing by Distributor to Manufacturer shall, notwithstanding prior terms of sale, become immediately due and payable;
B. All unshipped orders shall be cancelled without liability of either party to the other;
C. Distributor will resell and deliver to Manufacturer on demand, free and clear of liens and encumbrances, such of Manufacturer's Products and materials bearing Manufacturer's name as Manufacturer shall elect to repurchase, at a mutually agree price, but not in excess of Manufacturer's current price to distributors for such products and materials, provided that Manufacturer shall not be obligated to pay Distributor for any item originally provided free of charge; and
D. Neither party shall be liable to the other because of such termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales, or on account of expenditures, investments, lease or commitments in connection with the business or goodwill of Manufacturer or Distributor or for any other reason whatsoever growing out of such termination.
Obligations on Termination. 12.1 On termination of the Contract for any reason: all licences granted under the Contract shall immediately terminate; subject to clause 12.1.4 in relation to Client Data only, each party (at the other party’s election) shall either (a) return or (b) destroy all documents and materials containing the other party’s Confidential Information provided always that Signifo: may retain copies of the Client’s Confidential Information as necessary for the discharge of its legal requirements and that the provisions of clause 13 shall apply to any documents so retained; and shall not be obliged to destroy or delete any Confidential Information of the Client (including any Client Data) where such Confidential Information is contained in regular back-up copies of comprehensive datasets where individual deletion would require significant effort. the Client shall immediately pay any outstanding unpaid invoices and interest due to Signifo. Signifo shall submit invoices for any payments due from the Client, but for which no invoice has been submitted, and the Client shall pay these invoices immediately on receipt; and if Signifo receives, no later than ten days after the effective date of the termination or expiry of this Contract, a written request from the Client for the delivery to the Client of the most recent back-up of the Client Data, Signifo shall use reasonable commercial efforts to fulfil such request within 30 days of its receipt, provided that the Customer has, at that time, paid all outstanding fees including any charges notified by Signifo to the Client in relation to the delivery of the Client Data. If the Client does not serve notice in accordance with this clause 12.1.4, Signifo may destroy or otherwise dispose of the Client Data in its possession. For the avoidance of doubt, nothing in this clause 12.1.4 shall oblige Signifo to meet any specific request by a Client in relation to the return of Client Data (including in terms of electronic file formats).
12.2 Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced by the termination of the Contract for any reason.
12.3 For the avoidance of doubt, termination of the Contract for any reason shall not entitle the Client to a refund of any Fees (or any portion of the Fees) paid by the Clien...
Obligations on Termination. (a) Any terms of this Agreement which by their nature extend beyond the day this Agreement ends remain in effect until fulfilled, in particular any terms protecting Confidential Information and the Intellectual Property Rights of SAP and its Affiliates, and apply to respective successors and assignees.
(b) Upon termination or expiration of this Agreement for any reason:
(i) Partner shall immediately cease marketing, distributing or licensing the Licensor Materials to any third party, including renewing any subscription based license agreements with existing customers;
(ii) Partner shall immediately cease (a) use of all Licensor Materials and Confidential Information, and (b) to identify itself as an authorized Partner for Licensor or otherwise affiliated in any manner with Licensor;
(iii) Partner may use its Test and Demonstration licenses of the Software to provide support to its End Users and for archival purposes subject to Partner continuing compliance with the terms of the Agreement;
(iv) any fees previously paid by Partner are non-refundable;
(v) any paid-up perpetual license to the Software previously granted to an End User on an on-premise basis shall survive according to the terms of such license; and
(vi) Partner may request to receive, and Licensor may agree to provide for a limited time, support and/or maintenance services for the Software after the termination of this Agreement upon mutual agreement in writing.
Obligations on Termination. On termination of this Agreement, Sub Distributor shall cease to be an authorized Sub Distributor. All amounts owing by Sub Distributor to Distributor shall, notwithstanding prior terms of sale, become immediately due and payable;
16.1.1. All unshipped orders shall be cancelled without liability of either party to the other;
16.1.2. Sub Distributor will resell and deliver to Distributor on demand, free and clear of liens and encumbrances, such of Distributor’s Products and materials bearing Distributors name as Distributor shall elect to repurchase, at a mutually agree price, but not in excess of Distributor’s current price to distributors for such products and materials, provided that Distributor shall not be obligated to pay Sub Distributor for any item originally provided free of charge;
16.1.3. Neither party shall be liable to the other because of such termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales, or on account of expenditures, investments, lease or commitments in connection with the business or goodwill of Distributor or for any other reason whatsoever growing out of such termination.
16.1.4. In sum, both parties acknowledge that termination of this Agreement at some point is highly probable and should be treated in the ordinary course of business with both parties exerting their best efforts to end the relationship amicably.
Obligations on Termination. In the event that this Agreement expires or is terminated in accordance with the terms hereof, MEC shall (or shall cause its applicable Affiliate to) immediately provide written notice of termination of all of its and its Affiliates’ KO Distribution Agreements with KO Distributors pursuant to and in accordance with the terms thereof, with such termination to be effective no later than twelve (12) months after such expiration or termination of this Agreement (except in the event of termination (i) for an MEC Change of Control that involves Person/s that is/are a KO Competitor, in which event such termination shall be effective no later than three (3) months after such termination of this Agreement, or (ii) for KO’s material breach pursuant to Section 12.1 or 12.4.1, in which event such termination shall be effective no later than two (2) years after such termination of this Agreement; provided that MEC shall use good faith efforts to terminate such agreements as soon as reasonably practicable, provided further that MEC may, in its sole and absolute discretion, from time to time during such two (2) year period, specify a shorter period with respect to individual territories, regions or states, as MEC determines from time to time in its sole and absolute discretion in compliance with any KO Distribution Agreement in effect at that time), unless (i) the Parties agree otherwise in writing, (ii) the applicable KO Distribution Agreement is not terminable upon such occurrence or otherwise for convenience pursuant to its terms (provided that in such event MEC shall not, and shall cause its Affiliates to not, renew or otherwise extend any such KO Distribution Agreement), or (iii) this Agreement is terminated by KO pursuant to Section 12.1 or 12.4.2 and KO provides written notice to MEC within thirty (30) days of the effective termination of this Agreement identifying any KO Distribution Agreements with KO Distributors that should not be so terminated (and, in such event, such identified KO Distribution Agreements shall not be terminated by MEC or its Affiliates due to the termination of this Agreement)). Notwithstanding anything to the contrary contained in this Section 17, neither MEC nor its applicable Affiliates shall be obligated to provide notice of termination if such termination (x) is not expressly authorized under the applicable KO Distribution Agreement and/or, (y) solely in the event that this Agreement is terminated by MEC pursuant to Section 12.1 or 12....
Obligations on Termination. Upon expiration or after receipt of a notice of termination for any reason, Seller shall immediately: (1) stop work as directed in the notice; (2) place no further subcontracts or purchase orders for materials, services or facilities hereunder, except as necessary to complete the continued portion of this Order; and (3) terminate all subcontracts to the extent they relate to work terminated. After termination, Seller shall deliver to Buyer all completed work and work in process, including all designs, drawings, specifications, other documentation and material required or produced in connection with such work and all of Buyer’s Confidential Information as set forth in Section 16.
