Rights Upon Termination definition

Rights Upon Termination. Termination of this Agreement pursuant to this Section VII shall be without prejudice to any other rights or remedies a Party may be entitled to hereunder or at law, and shall not affect any accrued rights or liabilities of either Party.
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Rights Upon Termination. Upon written request at the expiration or termination of this Agreement, all documented Confidential Information (and all copies thereof), except for the Licensed Technology, owned by the requesting party will be returned or destroyed by the recipient party, with written certification thereof. 8.5 “Survival” Any accrued payment obligations pursuant to Section 7, the provisions of Sections 1, 2 (with respect to fully paid licenses), 3, 5, 8.4, 8.5, 9, 10, 11 and 12, and any right of action for breach of this Agreement prior to termination shall survive any expiration or termination of this Agreement, except as otherwise set forth herein. 9
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Examples of Rights Upon Termination in a sentence

  • The District shall have the sole discretion to permit the Contractor to remedy the cause for the termination without waiving the District’s right to terminate the Contract, or otherwise waiving, restricting or limiting any other right or remedy of the District under the Contract Documents or the Laws.15.1.2. District’s Rights Upon Termination.

  • The Sections entitled, Ownership of Trademarks, Intellectual Property and Restrictions Confidentiality, Warranty Disclaimer, Indemnification, Limitation of Liability, Rights Upon Termination, Survival and Miscellaneous shall survive expiration or termination of these Partner Terms for any reason.

  • At the end of the initial term and any option terms of the lease, paragraph 21 herein entitled "LESSEE's Rights Upon Termination" shall apply.

  • The Parties recognize that Program Customer Data is owned by Bank, subject to Article 15 (Rights Upon Termination), and that Program Customers are Company Customers as well as Bank Customers.

  • The City shall have the sole discretion to permit the Contractor to remedy the cause for the termination without waiving the City’s right to terminate the Contract, or otherwise waiving, restricting or limiting any other right or remedy of the City under the Contract Documents or at law.15.1.2 City’s Rights Upon Termination.

  • TERMINATION 17 8.1. Termination by the NYISO 17 8.2. Reporting of Inability to Comply with Provisions of Agreement 18 8.3. Transmission Project Transfer Rights Upon Termination 18 ARTICLE 9.

  • The following terms and provisions shall survive termination or expiration of this Agreement for any reason and shall not release either Party from any liabilities or obligations: Section 5 (Intellectual Property); 6 (Confidentiality); 7 (Warranties, Indemnities and Liabilities); 8.3 (Right of Offset); 9.3 (Rights Upon Termination); 10.10 (Survival); 10.14 (Governing Law); 10.15 (Dispute Resolution).

  • All licenses, ownership rights and all obligations relating to information about inventions, including CDA terms, which become effective prior to effective termination or expiration of an Approved Project, this Agreement, or the Research Agreement (including SECTION 8, "Rights Upon Termination"), shall survive.

  • All provisions of this Agreement which by their nature are intended to survive the termination or expiration of this Agreement including, without limitation, the provisions of Section 2 (Developer Compensation and Fees), 4 (Confidentiality), 5 (Proprietary Rights), 8 (Indemnity), 9.4 (Rights Upon Termination; Survival), and 10 (General) will survive the termination of this Agreement.

  • Term and Termination 21 9.1 Term 21 9.2 Termination Rights 21 9.3 Rights Upon Termination 22 9.4 Survival 22 10.

Related to Rights Upon Termination

  • Share Termination Settled” in relation to the Transaction means that Share Termination Alternative is applicable to the Transaction.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

  • Automatic Termination shall have the meaning set forth in Section 2.3.2.

  • Exercise Termination Event (i) the Effective Time (as defined in the Merger Agreement) of the Merger; (ii) termination of the Merger Agreement in accordance with the provisions thereof if such termination occurs prior to the occurrence of an Initial Triggering Event, except a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional); or (iii) the passage of 12 months after termination of the Merger Agreement if such termination follows the occurrence of an Initial Triggering Event or is a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional) (provided that if an Initial Triggering Event continues or occurs beyond such termination and prior to the passage of such 12-month period, the Exercise Termination Event shall be 12 months from the expiration of the Last Triggering Event but in no event more than 18 months after such termination). The "Last Triggering Event" shall mean the last Initial Triggering Event to expire. The term "Holder" shall mean the holder or holders of the Option.

  • Additional Termination Event has the meaning specified in Section 5(b).

  • Company Termination Event has the meaning set forth in Section 10 hereof.

  • Control Termination Event shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.

  • Termination for Cause means termination because of: (1) Executive's personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses), final cease and desist order or material breach of any provision of this Agreement which results in a material loss to the Institution or the Holding Company, or (2) Executive's conviction of a crime or act involving moral turpitude or a final judgement rendered against Executive based upon actions of Executive which involve moral turpitude. For the purposes of this Section, no act, or the failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interests of the Institution or its affiliates. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 8 hereof through the Date of Termination, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Institution, the Holding Company or any subsidiary or affiliate thereof, vest. At the Date of Termination, such stock options and related limited rights and any such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Termination for Cause.

  • Good Reason Termination means a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

  • Optional Termination The termination of the trust created hereunder in connection with the purchase of the Mortgage Loans pursuant to Section 9.01(a) hereof.

  • Event of Termination has the meaning specified in Section 7.01.

  • Normal Termination means termination of employment or service with the Company and Affiliates: (i) by the Optionee; (ii) upon retirement; (iii) on account of death or Disability; or (iv) by the Company, a Subsidiary or Affiliate without Cause.

  • Termination Other Than For Cause means termination by the Company of Employee's employment by the Company for reasons other than those which constitute Termination for Cause.

  • Early Termination Effective Date is defined in Section 4.2 of this Agreement.

  • Early Termination Event has the meaning specified in Section 9.2.

  • Termination Events means each of the events specified in Clause 10.3 of this Contract.

  • Termination of parental rights means the permanent elimination of all parental rights and duties, including residual parental rights and duties, by court order.

  • Termination Option Event means an event of a kind defined as such in Section 4.1, 4.2 or 4.8.

  • Optional Termination Price On any date after the Initial Optional Termination Date, an amount equal to the sum of (A) the aggregate Stated Principal Balance of each Mortgage Loan (other than any Mortgage Loan that has become an REO Property) as of the Distribution Date on which the proceeds of the Optional Termination are distributed to the Certificateholders, plus accrued interest thereon at the applicable Mortgage Rate as of the Due Date preceding the Distribution Date on which the proceeds of the Optional Termination are distributed to Certificateholders and the fair market value of any REO Property, plus accrued interest thereon as of the Distribution Date on which the proceeds of the Optional Termination are distributed to Certificateholders, (B) any unreimbursed out-of-pocket costs and expenses owed to the Master Servicer, the Trustee or the Securities Administrator (including any amounts incurred by the Securities Administrator in connection with conducting the Auction), a Servicer or the Master Servicer and any unpaid or unreimbursed Servicing Fees, Monthly Advances and Servicing Advances, (C) any unreimbursed costs, penalties and/or damages incurred by the Trust Fund in connection with any violation relating to any of the Mortgage Loans of any predatory or abusive lending law and (D) in the event an Auction has been conducted, all reasonable fees and expenses incurred by the Securities Administrator to conduct the Auction.

  • Potential Termination Event means an event which, with the passage of time or the giving of notice, or both, would constitute a Termination Event.

  • Special Termination Notice means the Notice of Special Termination substantially in the form of Annex VII to this Agreement.

  • Change of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.

  • Partial Termination has the meaning set forth in the Section 6.3(a).

  • Outside Termination Date shall have the meaning set forth in Section 8.01(f).

  • Without Cause Termination or “Terminated Without Cause” means termination of the Executive’s employment by the Company other than due to death, disability, or Termination for Cause.