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Parties-Answer | FEDERATED INVESTMENT MANAGEMENT COMPANY ("Adviser"); FEDERATED ADVISORY SERVICES COMPANY ("FASC") |
Parties | Newegg and Allied are hereinafter referred to jointly as the “Parties” and each as a “Party.” |
Parties | Shanghai SINA Leju Information Technology Co. Ltd. |
Parties-Answer | Bluerock Residential Growth REIT, Inc. (“Company”); Bluerock Residential Holdings, L.P. (“Operating Partnership”) (collectively, Company, and Bluerock Residential Growth REIT, Inc. are referred to as the “Transaction Entities”); BRG Manager, LLC (“Manager”); Compass Point Research & Trading, LLC (“Agent”) |
Parties | EWSD 1, LLC, d/b/a/ SHI FARMS |
Parties | “MKOS” |
Parties | PaperExchange.com, LLC |
Parties | SIGA TECHNOLOGIES, INC. |
Parties | "Company" |
Parties | NORTHERN TELECOM LIMITED |
Parties | “HSI” |
Parties | The HUANG JIA Country CLUB and Recreation Inc. |
Parties | "ScanSource Latin America" |
Parties | “Company” |
Parties | "VOTOCAST |
Parties-Answer | Piñon Gathering Company, LLC ("Owner"); SandRidge Midstream, Inc. ("Operator") |
Parties | AbbVie Biotechnology Ltd |
Parties | FEDERATED INVESTMENT MANAGEMENT COMPANY |
Parties-Answer | Antares Pharma, Inc. ("Antares"); AMAG Pharmaceuticals, Inc. ("AMAG"); individually as "Party" and collectively as the "Parties" |
Parties-Answer | PivX Corporation ("PivX"); Detto Technologies ("Detto") |
Parties | HEALTHCARE CAPITAL CORP. |
Parties | INSTITUTE OF GRASSLAND AND ENVIRONMENTAL RESEARCH |
Parties | “OICL” and together with its Affiliates, “Otkritie” |
Parties-Answer | OXBOW CARBON & MINERALS LLC ("Oxbow"); Global Energy, Inc ("Global Energy"); Oxbow and Global (individually as "Party" and collectively as the "Parties") |
Parties-Answer | The Babcock and Wilcox Company ("RemainCo"); Babcock and Wilcox Enterprises, Inc. ("SpinCo"); individually as a “Party,” and collectively as the “Parties” |
Parties | “Life Technologies” |
Parties | "Client" |
Parties | “Seller” |
Parties-Answer | ABP TRUST; ADAM D. PORTNOY |
Parties | “Tripath” |
Parties | K*TEC OPERATING CORP. |
Parties-Answer | ALPS Distributors, Inc. (the “Distributor”); S2K Financial LLC (“S2K”); |
Parties | [ ] |
Parties | MEZZANINE PARTNERS - OFFSHORE INVESTMENT MASTER FUND II, L.P. |
Parties | "PSS" |
Parties | SFJ Pharmaceuticals X, Ltd. |
Parties-Answer | Apollo Endosurgery ("APOLLO"); Establishment Labs, S.A ("ESTABLISHMENT"); Apollo and Establishment shall hereinafter be individually referred to as a "Party" and collectively as the "Parties" |
Parties | Seller and Buyer are referred to individually at times as a “Party” and collectively at times as the “Parties”. |
Parties | Owner and Service Provider are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties. |
Parties-Answer | VerticalNet, Inc. ("VerticalNet"); Impresse Corporation ("Impresse") |
Parties | ExxonMobil Chemical Company |
Parties | “SpinCo” |
Parties | "Company" |
Parties | HOCHSCHILD MINING HOLDINGS LIMITED |
Parties | FRANCHISEE |
Parties | "KCI" |
Parties | "we" or "us" |
Parties | "ENVISION" |
Parties | "Company" |
Parties | Armstrong Flooring, Inc. |
Post-termination Services | Each Party shall (i) immediately stop displaying, featuring, linking or in any other manner using the Company-Skype Branded Application (provided in the case of Skype, other than the Skype Software in the Company-Skype Branded Application), Company-Skype Toolbar, Company-Skype Branded Web Site, Company-Skype Branded Content, any co-branded materials or any other Intellectual Property of the other Parties (including, without limitation, Intellectual Property deemed to be owned by the other Parties under Section 4.2.3.2); (ii) return such materials directly to the other Parties, or delete and overwrite any electronically stored copies of such materials within thirty (30) days from the date of termination of this Agreement; (iii) within such thirty (30) day period, deliver to the other Parties a certificate duly executed by its authorised officer certifying its compliance with the foregoing, and (iv) provide the other Parties with such information and access to data and databases as may be necessary to permit such other Parties to fulfil any contractual obligations by them to users of the Company-Skype Branded Application undertaken by such other Parties prior to the time of termination. |
Post-termination Services | Distributor Agreement |
Post-termination Services | In the event of termination by Cisco for convenience, termination by Distributor for Cisco's material breach, or expiration of this Agreement where Cisco has provided Distributor with written notice from an authorized representative of its intention not to renew the Agreement, Cisco agrees to repurchase all Product in Distributor's inventory within [*****] days following the effective date of termination or expiration. |
Post-termination Services | In the event this Agreement is terminated pursuant to the provisions of paragraph 19.2, then the Party whose control has changed shall not enter into an agreement with any other Party to provide services similar to those provided herein or to provide its services similar to those provided for herein without an agreement, for a period of twelve (12) months from the effective date of termination. |
Post-termination Services | The Transition Plan shall be negotiated based on the key transition terms outlined in Schedule 5 hereto (the “Transition Plan Term Sheet”). |
Post-termination Services | Upon the termination or expiration ofthe term of this Agreement, the parties shall have the following rights andobligations:
<omitted>
(e) All valid Redistributor Agreements and Sublicenses by and between Licensee and any Redistributors and Customers will remain and continue in full force and effect for the remainder of their respective terms, and at Licensor's option Licensee shall assign to Licensor its rights in such agreements with respect to the Licensed Products or Documentation; provided that if Licensor fails to provide reasonable support to any Redistributor or Customer, Licensee may support such Redistributor or Customer without payment of fees to Licensor. |
Post-termination Services | In addition, (i) PPI shall transfer to EKR any Marketing Authorizations held by PPI and (ii) the Trademark license granted under Section 2.3 shall continue in effect following such termination on a perpetual basis and EKR shall be responsible for all costs associated with the maintenance of such Trademark. |
Post-termination Services | To avoid disruption in the availability of Product to patients, if this Agreement is terminated after the First Commercial Sale of the Product in the Ono Territory other than pursuant to Section 13.5, then to the extent requested by Array, Ono, its Affiliates and its Sublicensees shall continue to distribute (but shall not be obligated to market or promote) the Product, in accordance <omitted> with the terms and conditions of this Agreement, in each country of the Ono Territory for which Marketing Approval therefor has been obtained, taking into account applicable issues, if any, for patient safety or the requirements of a Regulatory Authority within the Ono Territory, until the date on which Array notifies Ono in writing that Array has secured an alternative distributor or licensee for the Product in such country, but in no event more for than (A) [ * ] after the date of such notice of termination of this Agreement by Ono pursuant to Section 13.2 or by Array pursuant to Section 13.4 or (B) [ * ] after the date of such notice of termination of this Agreement by Array pursuant to Sections 8.2 or 13.3 or by Ono pursuant to Section 13.3 or 13.4 (“Wind- down Period”); provided that Ono, its Affiliates and its Sublicensees shall cease such activities, or any portion thereof, in a given country upon sixty (60) days’ notice by Array requesting that such activities (or portion thereof) be ceased. |
Post-termination Services | Any Endorsed Products that may have been manufactured by or for Company prior to the termination or expiration of the Contract Period may be sold by Company during the ninety (90) day period next following the date of termination or expiration; provided, however, that Company shall have no such rights unless (a) Company is not in default of any of its obligations hereunder on the date of termination or expiration, (b) within fifteen (15) days after the date of termination or expiration, Company shall furnish to Pey Dirt a written statement of the number and description of Endorsed Products actually in stock on the date of termination or expiration, (c) the quantity of Endorsed Products in stock on the date of termination or expiration is not in excess of a reasonable inventory based upon Company's selling requirements of Endorsed Products during the Contract Period, (d) Company shall continue to pay to Pey Dirt with respect to such sales a royalty at the rates specified herein, and (e) royalties payable pursuant to this section shall be paid within thirty (30) days following the end of each calendar month with respect |
Post-termination Services | In the event that this Agreement is terminated by Theravance pursuant to Section 14.2 for material breach by GSK: (i) GSK shall, at its sole expense, promptly transfer to Theravance copies of all data, reports, records and materials in its possession or control that relate to the Theravance Compounds and return to Theravance, or destroy at Theravance’s request, all relevant records and materials in its possession or control containing Confidential Information of Theravance (provided that GSK may keep one copy of such Confidential Information of Theravance for archival purposes only in accordance with Section 10.1). (ii) GSK shall, at its sole expense, transfer to Theravance, or shall cause its designee(s) to transfer to Theravance, ownership of all regulatory filings made or filed for any Collaboration Product that contains a LABA as a single agent (to the extent that any are held in GSK’s or such designee(s)’s name), and such transfer to be as permitted by applicable Laws and regulations; otherwise GSK shall cooperate as necessary to permit Theravance to exercise its rights hereunder. |
Post-termination Services | If this Agreement is terminated in its entirety or with respect to one or more Products, other than by RevMed pursuant to Section 12.2(b) (Termination for Material Breach) or 12.2(c) (Termination for Insolvency), RevMed shall pay to Sanofi on a Product-by-Product basis royalties on sales of terminated Products (such Products, which for the purpose of clarity shall not include any Non-SHP2 Product, hereinafter referred to as “Termination Products”), calculated based on worldwide Net Sales (as such term is applied mutatis mutandis to RevMed and including sales in the U.S.) by RevMed and its Affiliates and Sublicensees of such Termination Products as follows: [***]. |
Post-termination Services | In addition, in the event Ono is conducting any on-going pre-clinical studies and/or formulation studies (e.g., stability studies) of the Product, Ono agrees to promptly transition to Array or its designee such pre-clinical studies and/or formulation studies to the extent such transfer is reasonably possible. |
Post-termination Services | Upon termination of the Project by ArTara this Agreement will terminate subject to Section 8.3 and ArTara will reassign to University the IND if assignment thereof previously occurred pursuant to Section 4.3. |
Post-termination Services | In furtherance of the foregoing, and at the request of either Party, the Joint Commercial Team, reasonably in advance of the expected end of the Term shall develop and approve a transition plan that contains, among other things, a plan for notifying Targets and other customers or health care providers of such termination or expiration and transition, and, if applicable, provides for the completion of any events set forth in a Brand Plan which are already scheduled but will take place after the effective date of termination or expiration. |
Post-termination Services | If your employment with the Company is terminated for any reason, the Company shall pay or provide to you (or to your authorised representative or estate) (i) any Salary earned through the Termination Date (as defined below); (ii) unpaid expense reimbursements (subject to, and in accordance with, paragraph 6 of this Agreement); and (iii) any vested benefits you may have under any employee benefit plan of the Company through the Termination Date, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Benefits”). |
Post-termination Services | At or about the effective date of termination, the Parties will negotiate in good faith to reach agreement as to reasonable remuneration (whether as a royalty or in some other form as the Parties may agree), which will be addressed in one or more written agreements. |
Post-termination Services | In the event of termination of this Agreement under the provisions of this Article VII GALEN shall not be relieved of the duty and obligations to pay in full, any payments due and unpaid at the effective date of such termination. In such event GALEN shall: <omitted> |
Post-termination Services | i) Excite@Home will email Program Members on e-centives' behalf up to a maximum of two times. Consistent with other communications envisioned during the Term of the Agreement, such mailings will be branded Excite@Home but will alert Program Members that this Agreement is to be terminated, the Co-Branded Application will <omitted> continue with e-centives branding, and Program Members will continue as a participant in the e-centives service unless they explicitly opt out. The content and copy of such emails shall be mutually agreed upon. |
Post-termination Services | In the event that SFJ terminates this Agreement pursuant to this Section 14.2.8.1, then (a) in exchange for purchasing the Trial Data Package including the Research Results included therein as set forth in Section 11.1.1.4, PB will pay SFJ, within [***] of the date of termination, an amount equal to one hundred fifty percent (150%) of Development Costs paid or incurred to PB by SFJ prior to such termination, and (b) if PB elects to continue development of the Product and obtains Regulatory Approval following such termination, PB shall remain obligated to pay to SFJ any Approval Payments that become due and payable pursuant to ARTICLE 6 at such time that such payments become due and payable (if ever) pursuant to ARTICLE 6 (except to the extent of the amount of any Buy-Out Payment paid by PB pursuant to Section 6.7), provided that such Approval Payments (or Buy-Out Payment, as applicable) shall be adjusted as set forth in Section 6.2, and reduced by the amount previously paid by PB to SFJ pursuant to this Section 14.2.8.1. |
Post-termination Services | In addition, subject to (i) your (or your authorised representative or estate signing, if the termination is due to your death) signing a settlement agreement and a separation agreement and release (together the “Settlement Agreements”) in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of your continuing obligations to the Company, including those set forth in paragraphs 13 – 15, and (in the case of the separation agreement and release) and a seven (7) business day revocation period; and (ii) the separation agreement and release becoming irrevocable, all within 60 days after the Termination Date (or such shorter period as set forth in the Settlement Agreements), the Company shall: (A) pay you (or your authorised representative or estate if the termination is due to your death) an amount equal to nine (9) months of your salary as of the Termination Date (which payment shall not be reduced by either the value of any salary paid to you during your notice period or by any payment in lieu of notice made pursuant to paragraph 11.2); and (B) pay you (or your authorised representative or estate if the termination is due to your death) an amount equal to the cost to the Company of providing you with the contractual benefits under paragraph 5 for nine (9) months or, at the Company’s option, continue to provide you with such benefits for nine (9) months. |
Post-termination Services | effective as of such termination, SFJ shall, and it hereby does, assign to PB all of SFJ’s and its Affiliates’ right, title and interest in and to all Product Filings then owned or Controlled by SFJ or any of its Affiliates; provided that if any such Product Filing is not immediately transferable in a country, SFJ shall provide PB with all benefit of such Product Filing and such assistance and cooperation as necessary or reasonably requested by PB to timely transfer such Product Filing to PB or its designee or, at PB’s option, to enable PB to obtain a substitute for such Product Filing without disruption to PB’s development or Commercialization of the Product in the SFJ Territory; |
Post-termination Services |
determined by the Publishers) of up to six (6) months following the termination date, any or all of the Services then being performed by HealthGate. |
Post-termination Services | Each Party will retain such records for at least three (3) years following expiration or termination of this Agreement or such longer period as may be required by applicable law or regulation. |
Post-termination Services | For the avoidance of doubt, any signed Purchase Order which has not been completed at the date of expiry shall continue in effect unless cancelled in accordance with Section 6.4 or Article 18. |
Post-termination Services | Unless this Agreement is terminated by Zogenix under Section 12.2(c), Distributor shall use Commercially Reasonable Efforts to cooperate with Zogenix and/or its designee to effect a smooth and orderly transition in the registration and Commercialization of the Product in the Field in the Territory during the applicable notice period under Section 12.2 and following the effective date of termination. |
Post-termination Services | If the Agreement is terminated, the Parties shall endeavour to ensure that assets contributed by each Party shall, so far as possible, be transferred back to that Party. |
Post-termination Services | Upon termination of this Agreement by Pretzel Time in accordance with its terms and conditions or by Franchisee without cause or upon expiration of this Agreement (unless the franchise has been renewed), Pretzel Time, its Affiliates or its assignee shall have the option (not the obligation), exercisable by giving written notice thereof within sixty (60) days from the date of such expiration or termination, to acquire from Franchisee all the assets in the Unit including the equipment, furnishings, signs, leasehold improvements, usable inventory of Products, materials, supplies and other tangible assets of the Unit and an assignment of the lease for the Unit. |
Post-termination Services | (vi) Inktomi [*] to Microsoft [*] that [*] of the [*] is [*] and [*]; and |
Post-termination Services | In the event of termination or expiration of this Agreement or Licensee’s loss of exclusive rights under this Agreement, Fox shall be free to create and exploit, or have a third party create or exploit, wireless products which may be similar to those developed and distributed by Licensee pursuant to this Agreement for the Properties. |
Post-termination Services | (f) GALEN shall transfer the NDA, the IND and any other relevant registrations related to the Combination Product held by GALEN, if any, to LEO or its designee. |
Post-termination Services | Said books and records shall be maintained for a two (2) year period following the expiration or termination of this Agreement. |
Post-termination Services | (g) to answer, in an honest and helpful way, such questions as the Company may reasonably ask of you; |
Post-termination Services | During the Termination Period, the Company will give reasonable cooperation and support to MBE to assure an orderly and efficient transition and, without limiting the generality of the foregoing, at MBE's expense, the Company shall be obligated to provide MBE with data reasonably necessary for MBE to convert or implement the non-Company systems, procedures and practices. |
Post-termination Services | In the event of a termination by Vyera under Section 11.2, the following terms shall apply: (i) at CytoDyn’s request, the Parties will negotiate in good faith a transition services agreement (the “Transition Services Agreement”), under which Vyera will provide certain Commercialization services to CytoDyn in connection with CytoDyn efforts to Commercialize the Licensed Product in the Field in the Territory; (ii) the services to be provided by Vyera pursuant to the Transition Services Agreement (the “Transition Services”) will be negotiated in good faith taking into account (A) the activities undertaken by Vyera in connection with the Commercialization of Licensed Product during the Term and (B) Vyera’s then-existing resources and capabilities (it being understood and agreed that Vyera shall not (x) be required to hire any new employees or enter into any new agreements with Third Parties in order to provide the Transition Services or (y) terminate any employee or agreement the primary purpose of which is to circumvent its obligations to provide the Transition Services); (iii) the Transition Services Agreement will require Vyera to provide Transition Services for a period of up to six (6) months from the effective date of termination; provided that CytoDyn will have the ability to terminate Transition Services on a service-by-service basis as they are transitioned; and (iv) Transition Services will be reimbursed at Vyera’s actual cost plus ten percent (10%) by CytoDyn. (v) At CytoDyn’s reasonable request and subject to the terms of the applicable agreement, Vyera will use its reasonable best efforts to assign to CytoDyn any Third Party agreements that relate to the Transition Services matters solely for Licensed Product in the Territory in the Field. |
Post-termination Services | To the extent any insurance coverage required under this Section is purchased on a “claims-made” basis, such insurance shall cover all prior acts of Metavante during the Term, and such insurance shall be continuously maintained until at least four (4) years beyond the expiration or termination of the Term, or Metavante shall purchase “tail” coverage, effective upon termination of any such policy or upon termination or expiration of the Term, to provide coverage for at least four (4) years from the occurrence of either such event. |
Post-termination Services | To the extent any Development owned by Life Technologies relates directly to the practice of, or constitutes an improvement to, the Assay, Life Technologies hereby grants to Biocept, during the Term of this Agreement, and, except in the case of termination of this Agreement by Life Technologies for Biocept’s uncured material breach, after expiration or termination of this Agreement, a non-exclusive, worldwide, royalty-free, fully-paid license, including the right to sublicense, under Life Technologies’ Intellectual Property Rights in such Developments, solely to develop, make, have made, use, sell, have sold, offer for sale, import, perform and provide the Assay. |
Post-termination Services | Upon and after the termination of the license, and except as otherwise provided in this Agreement, Diplomat may dispose of products covered by this Agreement which are on hand, or in process at the time notice of termination is received, for a period of one hundred and twenty (120) days after notice of termination, provided advances and royalties with respect to that period are paid and statements are furnished for that period in accordance with paragraph 3. |
Post-termination Services | Upon the termination of this Agreement by either party: <omitted> (iv) within sixty (_60_) business days after the termination of this Agreement, Manufacturer shall prepare all such items in its possession for shipment, as EMV may direct, at EMV's expense. |
Post-termination Services | For a period of six (6) months at the end of the Term (the “Sell-off Period”); provided that the Agreement was not terminated by Wade as permitted herein, Naked will have the right to continue to sell the Wade Products (defined below) for which orders have already been placed at the end of the Term on the terms and conditions herein. |
Post-termination Services | Notwithstanding Paragraph 15(b), in the event of termination of this Agreement, Licensee shall have a period of ***** from the date of such termination (unless such termination occurs less than ***** prior to the expiration of this Agreement in which case the time period shall be shortened accordingly so as not to exceed the date of expiration) in which to sell-off existing inventory of Wireless Products already in the Distribution Channels (“Sell Off Period”). |
Post-termination Services | During the Term of this Agreement and for a period of one (1) year after the termination or expiration of this Agreement, GSK shall obtain and/or maintain at its sole cost and expense, product liability insurance (including any self-insured arrangements) in amounts which are reasonable and customary in the U.S. pharmaceutical industry for companies of comparable size and activities |
Post-termination Services | Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination. |
Post-termination Services | Notwithstanding anything contained herein to the contrary, should Microsoft exercise its termination right pursuant to this Section 10.2, then Inktomi will have the right to elect, in writing within fifteen (15) days after receipt of Microsoft's notice of termination hereunder, either one of the following two options for a early termination penalty: |
Post-termination Services | After early termination of this Agreement (other than a termination based on a breach of Sections 5 or 8 by Integra) and continuing for a period of eighteen (18) months thereafter, Integra and its Affiliates may Sell any Treated Integra Product and Partially Treated Integra Product in its inventory in the Field, and may, with respect to all components which, prior to the effective date of termination, were ordered or manufactured with the anticipation of being included as Treated Integra Product or Partially Treated Integra Product, complete their manufacture and sell them as though they had been inventory on the effective date of termination, subject to payment of all amounts payable to PcoMed for such Sales under this Agreement |
Post-termination Services | Unless this Agreement is terminated by Zogenix under Section 12.2(c), at the written request of Zogenix, Distributor shall assign to Zogenix any Product-specific Third Party agreements, to the furthest extent possible, provided that such assignment is permitted under the Product-specific agreement or is otherwise agreed by the applicable Third Party. |
Post-termination Services | From and after notice of termination is received by VIP, any new reports or other services provided by VIP other than routine processing services which have been done for BNL under this Agreement shall be deemed to be additional services and shall be performed by VIP at VIP's then current rates for such termination services as specified on Schedule A. |
Post-termination Services | This duty continues to apply to any transactions undertaken after the Joint Venture has been dissolved but before the affairs of the Joint Venture have been completely wound up by the surviving Participant or Participants or their agent or agents. |
Post-termination Services | Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement. |
Post-termination Services | In the event that this Agreement is terminated pursuant to either Section 1.1.4 or 1.1.5 of this Agreement, this shall not of itself be deemed a breach hereof but Distributor shall have the right to receive monthly compensation from Vendor, or successor to the Vendor, representing the amount of profit to Distributor lost as a result of the termination (the “Monthly Compensation”). |
Post-termination Services | Such insurance requirements shall be maintained during the Term and shall continue for a minimum of three years following termination of this Agreement. |
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