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Post-termination Services | (a) Owner shall grant Operator access to all data relating to the electricity production of each Bloom System, it being understood that it is Operator’s responsibility to determine the performance of the Bloom System, and any other calculations as required under this Agreement, and that it is Owner’s responsibility to handle all accounting and invoicing activities; and |
Post-termination Services | Each Party shall maintain complete, current and accurate records of all Development activities conducted by it hereunder, and all data and other information resulting from such activities, for at least [***] after the expiration or termination of this Agreement in its entirety or for such longer period as may be required by Applicable Law. |
Post-termination Services | In the event that SFJ terminates this Agreement pursuant to this Section 14.2.10, then 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 to SFJ, within [***] of the date of termination, an amount equal to the Development Costs paid or incurred by SFJ plus interest at the annual rate of twenty-five percent (25%) from the date such Development Costs were paid or incurred by SFJ and, if PB elects to continue development of the Product and obtains Regulatory Approval following such termination, PB shall remain obligated to pay any Approval Payments that become due and payable pursuant to ARTICLE 6 at such time as such Approval 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 to SFJ as set forth in this Section 14.2.10. |
Post-termination Services | Upon termination of this Agreement, <omitted> (b) VerticalNet shall be responsible for all charges, payments or expenses incurred by it in connection with the removal of the PaperExchange Links from Co-Branded Sites and the modification of the Co-Branded Sites, including, but not limited to, the removal of PaperExchange Content; (c) PaperExchange shall be responsible for all charges, payments or expenses incurred by it in connection with the removal of the VerticalNet Links, VerticalNet Content and VerticalNet Archived Content from the PaperExchange Site; <omitted> (i) VerticalNet shall retain ownership of the URLs at which the Co-Branded Sites are located, (I) the Co-Branded URLs shall be owned by the party that offers to pay the highest amount to the other for the ownership of such URLs upon payment of such amount to the other party (k) if the agreement is terminated during the Initial Term by VerticalNet pursuant to Section 8.2 [Termination for Cause], (x) VerticalNet shall be released from its obligations under Section 5.8.1 [Non-Competition] and (y) PaperExchange's obligations under Sections 7.2 [Advertising Revenue] and 7.4 [Revenue Sharing] shall be extended for one year after the date of such termination, and (I) if the agreement is terminated during the Initial Term by PaperExchange pursuant to Section 8.2 [Termination for Cause], VerticalNet shall pay to PaperExchange, as liquidated damages, an amount equal to the product determined by multiplying (1) a fraction, the numerator of which shall be the number of days between the effective date of termination and the scheduled expiration date of the Initial Term, and the denominator of which shall be the number of days <omitted> between the Effective Date and the scheduled expiration date of the Initial Term, by (2) ***** |
Post-termination Services | In addition to the foregoing, if, at the time of termination of this Agreement, Reseller shall have additional Product units in its inventory and is able to sell them to Customers and/or End Users (including, without limitation, any Product units for which Reseller has or is obligated to pay the Supplier the purchase price therefor but which have not yet been delivered to the Reseller by Supplier, which Supplier hereby agrees to either deliver as otherwise contemplated by this Agreement as if it had not terminated or to refund the purchase price therefor), then the licenses and appointments described in Section 2 shall remain in effect with respect to such unsold Product units (and such Section 2 shall not terminate) until the earlier of (i) the date on which the last Product in Reseller’s inventory is sold to a Customer and/or End User, or (ii) 1 year from the date of the termination of this Agreement. |
Post-termination Services | Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA. |
Post-termination Services | In the event that PB terminates this Agreement pursuant to this Section 14.2.5, then, if PB elects to continue development of the Product and obtains Regulatory Approval following such termination, in exchange for purchasing the Trial Data Package including the Research Results included therein as set forth in Section 11.1.1.4, PB shall remain obligated to pay to SFJ any Approval Payments that become due and payable pursuant to ARTICLE 6 at such time as such Approval 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 <omitted> 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. |
Post-termination Services | Upon expiration or termination of this Agreement for any reason, Eutectix shall have the option to purchase some or all of the Licensed Equipment at fair market value, less any amounts owed to Eutectix by Liquidmetal, except the equipment listed under Section 2.1(b) above |
Post-termination Services | conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term. |
Post-termination Services | -6- |
Post-termination Services | Commencing six (6) months prior to the expiration of the Term of this Agreement, or upon any termination of this Agreement for any reason, M&I shall provide Customer, at Customer's expense, all necessary assistance to allow the Services to continue without interruption or adverse affect to Customer and to facilitate the orderly transition of Services to Customer or its designee ("Termination Assistance"). |
Post-termination Services | Upon termination of the Program, [Party] will, at the option of [CERES/IGER], (i) allow [CERES/IGER] to remove any Plant Material and any progeny, plants, plant material, seeds or products obtained in the Program or (ii) destroy any remaining CERES/IGER Plant Material and any plants, plant material and seeds obtained under the Program within fifteen (15) days from [CERES/IGER]‘s request to destroy, and will send [CERES/IGER] forthwith an attestation of such destruction. |
Post-termination Services | In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO. |
Post-termination Services | For at least two (2) years after termination of this Agreement, Distributor will maintain its records, contracts, and accounts relating to distribution of Airspan Products, and will permit examination thereof by authorized representatives of Airspan at all reasonable times. |
Post-termination Services | This right to audit shall extend throughout the term of this Agreement and for one year after expiration or termination of this Agreement. |
Post-termination Services | For twenty-four (24) months following termination of this Agreement, the Licensee shall specify on all public- facing materials in a prominent place and in prominent typeface that the Licensee is no longer operating under the Licensed Mark, is no longer associated with the Licensor, or such other notice as may be deemed necessary by the Licensor in its sole discretion in its prosecution, defense, and/or settlement of any Third Party Claim. |
Post-termination Services | All reasonable fees associated with the wind-down activities and final monitoring visit shall be paid by Adaptimmune, to the extent not covered by Alliance Funding. |
Post-termination Services | Sanofi shall transfer and assign, and shall ensure that its Affiliates transfer and assign, to RevMed, at no cost to RevMed, all Product Marks exclusively relating to any Termination Product, provided that such Product Marks do not contain the business entity names of Sanofi or its Affiliates or variations thereof, except as may otherwise be required by Applicable Law during a transition period to avoid any interruptions in supply of Termination Product to patients. I |
Post-termination Services | Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS. |
Post-termination Services | CAPSUGEL agrees to retain all such Records for a period of five (5) years after the expiration of the Term or after termination of this Agreement. |
Post-termination Services | Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire’s material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement. |
Post-termination Services | Within [Redacted – Commercially Sensitive – Time Period] of the Effective Date, the parties shall negotiate, acting reasonably and in good faith, a transition plan (the “Transition Plan”) to provide for a smooth transfer and transition of the manufacturing activities under this Agreement to Customer, an Affiliate of Customer or a third party manufacturer designated by Customer. |
Post-termination Services | (i) grant to the Publishers a non-exclusive non-transferable licence to use the Proprietary Software for the purposes of using, developing, enhancing and maintaining the Site and carrying out any or all of the activities previously carried out by HealthGate or on its behalf under this Agreement |
Post-termination Services | The audit rights set forth herein shall continue for one (1) year following the termination of this Agreement for any reason. |
Post-termination Services | at PB’s written request and election in PB’s sole discretion, SFJ shall and hereby does, and shall cause its Affiliates to either: (i) wind down in accordance with Applicable Law and observing applicable ethical and regulatory guidelines any or all Clinical Trials being conducted by or on behalf of SFJ or its Affiliate as of the effective date of termination, at SFJ’s cost and expense; or (ii) (x) transfer control to PB of any or all Clinical Trials being conducted by or on behalf of SFJ or its Affiliate as of the effective date of termination and (y) continue to conduct such Clinical Trials being conducted by or on behalf of SFJ or an Affiliate as of the effective date of termination for up to [***] to enable such transfer to be completed without interruption of any such Clinical Trial, in each case ((x) and (y)), at PB’s cost and expense; |
Post-termination Services | In the event that SFJ terminates this Agreement pursuant to this Section 14.2.3, then, if PB elects to continue development of the Product and obtains Regulatory Approval following such termination, in exchange for purchasing the Trial Data Package including the Research Results included therein as set forth in Section 11.1.1.4, PB shall remain obligated to pay SFJ an amount equal to fifty percent (50%) of the Approval Payments (as adjusted as set forth in Section 6.2, subject, to the extent applicable, to Sections 2.3.3 and 3.12.2) that become due and payable under ARTICLE 6 at such time as they become due and payable (if ever) pursuant to ARTICLE 6 (or, as applicable, 50% of any Buy-Out Payment that PB elects to pay pursuant to Section 6.7), provided that such Approval Payments (or Buy-Out Payment, as applicable) shall also be adjusted as set forth in Section 6.2. |
Post-termination Services | In the event of expiration or early termination of this Agreement, the terms and conditions of this Agreement shall remain binding with respect to any ongoing Studies (including any new studies to which any remaining Alliance Funding is allocated under Section 1.3) until completion of the Studies or termination of the respective Study Order/s. |
Post-termination Services | 33.1.1. Continuing to perform, for a reasonable period (as |
Post-termination Services | If this Agreement is terminated for any reason, WYZZ may continue to use Nexstar's facility (to the extent of, and consistent with, the use immediately prior to the termination) for a period of six (6) months following the date of actual termination, without regard to any continuation which occurs as a result of the immediately succeeding sentence (the "Continuation Period"). |
Post-termination Services | Upon termination of this Agreement for any reason except as set forth in Section 17.4 below (and, if applicable, in respect of that country in respect of which termination occurs):
<omitted>
(b) the following provisions of this Agreement shall continue in full force and effect: Article 1 (“Definitions”), Section 3.20(k), Section 3.20(l), Article 9 (“Representations and Warranties”), Article 10 (“Liability, Insurance and Indemnities”) (excluding Section 10.6 (“Insurance”)), Article 11 (“Confidentiality, Press Releases and Publications”), Article 13 (“Infringement of Third Party Rights”), Section 16.4 (“Effect of Termination”), Article 17 (“Consequences of Termination”), Article 18 (“Force Majeure”), Article 19 (“Notices”), Article 20 (“Assignment and Change of Control”) and Article 21 (“General Provisions”); (c) EKR shall return to PPI all PPI IP in its possession; (d) EKR shall assign to PPI free of charge any domain name registrations it has registered pursuant to Section 8.5; and |
Post-termination Services | In the case of a termination of this Agreement, Sanofi (with respect to the Termination Products in the Licensed Territory), shall be entitled, for a period of [***] after termination, to (i) complete Manufacture of work-in-progress, and (ii) continue conducting Commercialization activities being conducted by Sanofi hereunder as of such termination (if applicable, with respect to the terminated country(ies)), to the extent related to such Termination Product in Sanofi’s inventory as of such termination (or added to such inventory as a result of the completion described in clause (i)), provided that Sanofi fulfills its payment obligations under this Agreement in connection with such inventory sell-off, provided further that the sharing of Net Profits and Net Losses under the Profit/Loss Share Agreement shall continue to apply during the sell-off period. |
Post-termination Services | In the event of termination of this Agreement for whatever cause, in addition to the other obligations of the Parties hereunder, each Party shall return to the other Party or to the other Party’s designee no later than thirty (30) days after the effective date of termination all of such other Party’s property, including all proprietary information, in its possession, except to the extent required to be retained by law or to comply with such Party’s continuing obligations hereunder. |
Post-termination Services | In the event of termination or expiration of this Agreement pursuant to Section 5.0 above, IBM shall have an option, which shall expire [*] days after such termination or expiration, to purchase from MSL, at a reasonable price agreeable to the Parties, all assets used by MSL to perform the manufacturing and fulfillment functions <omitted> outlined in Attachment 1: Statement of Work, to the extent owned or transferable by MSL, and required by IBM to perform such functions. |
Post-termination Services | If Distributor terminates pursuant to Subsection 18.1 or 18.2, or if Tripath terminates pursuant to Subsection 18.3, Tripath may, at its option, purchase and Distributor will resell to Tripath all or part of Distributor’s inventory at the price set forth in Subsection 18.4, less a ten percent restocking charge. |
Post-termination Services | Additionally, PB will remain obligated to pay any Approval Payments that become due and payable pursuant to ARTICLE 6 at such time as 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 14.2.5.2. |
Post-termination Services | Upon termination or expiration of this Agreement, if the parties do not enter into a successor Franchise Agreement whereby the Franchisee shall continue to be a franchisee and operate the Franchised Restaurant at the Location, BKC or its designee shall have the option subject to obtaining any necessary governmental consent: |
Post-termination Services | In addition to delivering such data and monies, the Contractor shall use its best efforts to effect the orderly and efficient transfer of the administration of the Notes to the Company or other party designated by the Company to assume responsibility for such administration, including, without limitation, directing Holders to remit all repurchase or other notices to the address designated by the Company. |
Post-termination Services | During the Term and for a period of two (2) years after any expiration or termination of this Agreement, each party shall maintain (i) a commercial general liability insurance policy or policies with minimum limits of $[***] per occurrence and $[***] in the aggregate on an annual basis and (ii) a product liability insurance policy or policies with minimum limits of $[***] per occurrence and $[***] in the aggregate on an annual basis; provided that the minimum product liability policy limits set forth above shall be increased to at least $[***] per occurrence and $[***] in the aggregate on an annual basis no later than December 31, 2006. |
Post-termination Services | MusclePharm’s obligations for the payment of a Royalty and the Guaranteed Minimum Royalty (as defined below) shall survive expiration or termination of this Agreement and will continue for so long as MusclePharm continues to manufacture, sell or otherwise market the Licensed Products. |
Post-termination Services | If at the time of such termination, Sanofi or its Affiliates are Commercializing a particular Termination Product, then, at RevMed’s request, the Parties shall negotiate in good faith a transition services agreement to cover detailing and promotion of such Termination Product (in the same manner and no more extensive than the then-current detailing and promotional efforts of Sanofi) by Sanofi or its Affiliate or contract sales force pursuant to a transition plan agreed by the Parties for a period not to exceed [***], and RevMed shall pay Sanofi a commercially reasonable amount to conduct such activities (which amount would include a commercially reasonable per-detail rate). |
Post-termination Services | Upon termination or expiration of this Agreement, and upon reasonable prior notice to Network Affiliate, NCM shall be entitled to enter the Theatres upon reasonable prior written notice, and any other premises of Network Affiliate where any NCM Property may be located, and recover any and all NCM Property, unless Network Affiliate chooses to purchase such Property based on a straight line five year depreciated value. |
Post-termination Services | Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA. |
Post-termination Services | HealthGate agrees that at the time of termination of this Agreement, it will render all assistance, provide all documentation and undertake all actions to the extent necessary to effect an orderly assumption of the Services by the Publishers or, at the Publishers' option, by a replacement contractor; |
Post-termination Services | discontinued and demonstration Products) which Tripath determines to be undamaged and in good condition (including, at Tripath’s option on-site inspection). The price for such inventory will be the price actually paid by the Distributor, less any prior credit or allowances. |
Post-termination Services | (f) to resign from any offices (including as a director) you hold within the Company or any Group Company or by virtue of your employment with us; |
Post-termination Services | Upon termination of this Agreement, other than by reason of a termination for material breach due to a breach by HSNS pursuant to Section 12.1 ("Term and Termination"), (i) HSNS shall have the right to access and use the Application solely to provide Outsourcing Services, but only to the extent necessary to provide Outsourcing Services through the remaining unexpired term of an applicable Agreement with the Outsourcing Customer (without renewal following the termination of this Agreement), but in any extent not beyond twelve (12) months from the effective date of termination. |
Post-termination Services | Licensee shall be permitted, at Bioeq’s choice (if this Agreement is terminated by Bioeq pursuant to Sections 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.8 or 15.2.9, or by Licensee pursuant to Section 15.2.5) or at Licensee’s choice (if this Agreement is terminated by Licensee pursuant to Sections 15.2.1, 15.2.6, 15.2.7 or 15.2.8), to cither (a) continue selling its and its Affiliates’ inventory of Licensed Products existing on the termination effective date in accordance with this Agreement for a maximum period of [***] ([***]) days (in which case all terms and conditions of this Agreement, including Licensee’s obligation to report and pay royalties, shall continue to apply to such continued sale) or (b) sell such inventory to Bioeq at the supply price paid by Licensee to Bioeq for such inventory in accordance with the Manufacturing and Supply Agreement. |
Post-termination Services | (i) Inktomi then owns all of the Returned Collateral and has [*] the Returned Collateral [*], and [*] other than Lender; |
Post-termination Services | e) Supplier shall promptly cooperate with Customer to transfer and transition supply of the Products to a Third Party supplier. Upon Customer’s request, Supplier shall cooperate with Customer in the transfer of technology and know-how necessary to Manufacture Products to such Third Party supplier, including providing Customer and the Third Party supplier with reasonable access to the Facilities and consulting services related to Manufacturing of the Product. Supplier shall conduct such activities at Customer’s expense paid in advance. |
Post-termination Services | In the event of termination, Distributor will: <omitted> return to WGT within twenty (20) days following the expiration or termination of the Term, any and all (i) demonstration Product provided to Distributor; (ii) Products not already paid for in full by Distributor; and (iii) promotional literature, data, information and other items received by Distributor under this Agreement; |
Post-termination Services | In the event of such withdrawal, the Company agrees forthwith to take such action as AGI may request to publicly evidence that the Endorsement has been withdrawn and the Company agrees not to hold the Business out as having the Endorsement. |
Post-termination Services | After the termination of this Agreement, Party B shall strictly perform the Financial Leasing Agreement signed with the Driver User until the lease expires. |
Post-termination Services | (vii) Inktomi, [*], arranges to deliver the Returned Collateral in a manner and to a location designated by Microsoft. |
Post-termination Services | Where this Agreement has expired or has been terminated for any reason other than by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates and sub-distributors and sales agents shall be entitled to continue to sell existing stocks of the Product in the Territory for a period of not longer than 12 months following the date of termination, provided that, EKR continues to make any Royalty payments due to PPI in respect of such sales in accordance with the provisions of this Agreement. |
Post-termination Services | If the Manufacturer terminates this Agreement or cancels any purchase order for cause pursuant to Section 8.2 Manufacturer shall not be liable for any termination or cancellation charges but Subcontractor may, at Subcontractor's sole discretion, purchase all or part of any remaining inventory. |
Post-termination Services | In the event that Network terminates this Agreement as to a particular Station or several Stations, or in its entirety pursuant to Sections 10(a) or (c), Affiliate shall, within thirty (30) days of termination, at its option either reimburse Network for the cost of all equipment or return such equipment related to such Station(s) that was paid for by Network pursuant to Section 5(b) herein. |
Post-termination Services | Such books, records and accounts will be maintained for a period of at least three (3) years following the termination or expiration of this Agreement, provided there are no pending disputes between the Parties. |
Post-termination Services | During the Term of the Agreement, and for [*] years thereafter, MSL agrees to keep all usual and proper records and books of account and all usual and proper entries relating to each MS Software Image sufficient to substantiate the number of copies of MS Software Image packages acquired and placed into Product packages, the number of copies of MS Software Images installed, and the number of Products distributed by MSL. |
Post-termination Services | At the end of the sell-off period set forth in Section 12.3(c)(iii), Sanofi shall transfer to RevMed any and all inventory of SHP2 Inhibitors and Termination Products (including all research materials, final product, bulk drug substance, intermediates, work-in-process, formulation materials, reference standards, drug product clinical reserve samples, packaged retention samples, and the like) then in the possession of Sanofi, its Affiliates or Sublicensees, and continue or have continued any ongoing stability studies pertaining to any materials so transferred to RevMed for a reasonable period of time until RevMed can assume responsibility for such activities |
Post-termination Services | -6- 7 |
Post-termination Services | In the event of any termination of this Agreement pursuant to Section 14.2, then, if SFJ has not caused a Program Transfer to occur pursuant to Section 3.20: |
Post-termination Services | Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT. |
Post-termination Services | In the event of termination, the Distributor shall be entitled to receive all orders accepted by the Principal prior to the date of termination and may sell the ordered Products in the Territory. |
Post-termination Services | Upon termination or expiration of this Agreement, if the parties do not enter into a successor Franchise Agreement whereby the Franchisee shall continue to be a franchisee and operate the Franchised Restaurant at the Location, BKC or its designee shall have the option subject to obtaining any necessary governmental consent: |
Post-termination Services | Upon such expiration or termination, the Agent will purchase any remaining inventory of the Additional Roundup Products, including any components thereof, at cost. |
Post-termination Services | within [***] after assignment of the Product Filings pursuant to Section 14.3.2, SFJ shall deliver to PB: (a) true, correct and complete copies of all Product Filings in such country (in each case, whether held in the name of SFJ or any of its Affiliates), <omitted> and disclose to PB in writing all previously-undisclosed Research Results within the Trial Data Package; (b) formally transfer or assign, or cause to be formally transferred or assigned, into the name of PB or its designee all Product Filings in such country (in each case, whether held in the name of SFJ or any of its Affiliates); and (c) take such other actions and execute such other instruments, assignments and documents as may be necessary to effect, evidence, register and record the transfer, assignment or other conveyance of such rights to PB or its designee; |
Post-termination Services | In such event, the provisions of this Agreement that survive during the Wind Down Period will continue to survive for the remainder of the period of time that DIALOG is authorized to Sell Licensed Products to any customer in accordance with the foregoing sentence. |
Post-termination Services | Such insurance shall be with a reputable insurance company and where reasonably possible (taking into account the availability of such insurance) shall be maintained for not less than [**] ([**]) years following the expiry or termination of this Agreement. |
Post-termination Services | The Parties agree that notwithstanding any termination or expiration of this Agreement, the rights and licenses granted to any Company- Skype Branded Customers prior to termination or expiration of this Agreement pursuant to any EULA shall continue during the 24 months after such termination or expiration for the sole purpose of permitting such users to continue to access and utilize the Company-Skype Branded Application and the Company-Skype Toolbar, and so long as any Gross Revenue is received with respect to the Company-Skype Branded Application and/or the Company-Skype Toolbar, the provisions of Section 5 shall continue to be applicable after any termination or expiration. |
Post-termination Services | In the event this Agreement is terminated in accordance with this Section 11, the Company shall transfer the Policy to the Trust as soon as is administratively practicable. |
Post-termination Services | Upon termination of the contract, the agreement set forth in clause 5 (“Intellectual property rights and prohibition of transfer to third parties”) and clause 6 (“Economic rights”) will remain into force. |
Post-termination Services | Upon any termination of the Agreement, a Work Stream (or Approved Marker or Investigational Marker program), or this Agreement under Section 17.2.2, (i) FMI shall promptly return to Roche unused or remaining Samples that were provided for use in a terminated Work Stream (or related to the relevant Approved Marker or Investigational Marker), or, at Roche’s option, securely dispose of all such unused or remaining Samples and provide Roche with a written notice of such disposal, (ii) each Party shall wind-down their activities under the Agreement in a manner that is intended to be expeditious and to mitigate losses arising from non-cancellable expenses and financial commitments to Third Parties, (iii) upon any termination by Roche under Section 17.2.3, or by FMI under Section 17.2.1 or Section 17.2.2, that includes the Immunotherapy Testing Platform Development Work Stream, the obligations in Section 3.2.8 shall terminate, (iv) each Party shall continue to Control its own intellectual property, including Patent Rights and Know-How, and Handle its own Patent Rights, and (v) Joint Patent Rights, if any, shall be handled by Roche subject to the provisions of Section 12.4 and 12.6, and each Party shall have the right to fully exploit such Joint Patent Rights. |
Post-termination Services | If this Agreement is terminated by Aucta under Section 11.2 or 11.3, then (a) ETON shall have the right to, and Aucta shall hereby grant ETON a license to, Market or otherwise dispose of any existing inventory of any Products then in ETON’s possession subject to paying all Royalties and other amounts due hereunder for such sales, (b) Aucta may keep all the payments under Section 6 paid by ETON up to the point of termination and for ETON’s disposal of remaining inventory and Aucta is free to commercialize or relicense the Product with no further obligations owed to ETON, (c) ETON shall refrain from holding itself out as Aucta’s distributor, in particular, eliminate any reference to the Product and Aucta from its business, trade style and promotional material, and (d) ETON shall transfer all rights, licenses within thirty (30) days of termination. |
Post-termination Services | Effects of Termination <omitted>
iii) For a period of up to sixty (60) days, Application Provider will provide consulting services to Excite@Home, as Excite@Home may reasonably request and for reasonable fees to be paid to Application Provider, such fees to be agreed upon in writing by the Parties, to assist Excite@Home in providing a seamless transition to Program Members. Application Provider will have no obligation to provide such services to Excite@Home to the extent that Application Provider's personnel and resources are unavailable in the amounts requested by Excite@Home or if the Parties are unable in good faith to agree on the reasonable fees to be paid to Application Provider for such services. Application Provider will not be required, in the course of providing such consulting services to Excite@Home, to disclose or transfer to Excite@Home any proprietary information, software, or Intellectual Property of Application Provider or any of its merchant partners. |
Post-termination Services | Licensee shall, within [***] ([***]) days of the effective date of termination of the Agreement at the latest (and at no cost to Bioeq if this Agreement is terminated by Bioeq pursuant to Sections 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.8 or 15.2.9, or by Licensee pursuant to Section 15.2.5, or at Bioeq’s cost and expense if this Agreement is terminated by Licensee pursuant to Sections 15.2.1, 15.2.6, 15.2.7 or 15.2.8, as applicable) transfer and assign to Bioeq or its designee all of Licensee’s right, title and interest in and to any and all Biologics License Applications and Biologics License Application Approvals controlled by Licensee for the Licensed Products in the Field in the Territory as of the effective date of such termination, including any and all documentation pertaining to such filings and Biologics License Application Approvals (provided that the physical or electronic transfer of files and documentation in connection with such transfer and assignment of rights may occur after such [***] ([***]) day period without being deemed a breach of this Section 15.3.2 by Licensee) |
Post-termination Services | In addition, PPI shall during the remainder of the Term and for a period of up to [**] ([**]) years thereafter continue to manufacture and supply the Product to EKR at cost without mark-up until such time that EKR can secure an FDA approved manufacturing facility for the Product |
Post-termination Services | In addition, Metavante agrees to provide to Customer, at Customer’s expense, all necessary assistance to facilitate the orderly transition of Services to Customer or its designee (“Termination Assistance”). As part of the Termination Assistance, Metavante shall assist Customer to develop a plan for the transition of all Services then being performed by Metavante under this Agreement, from Metavante to Customer or Customer’s designee, on a reasonable schedule developed jointly by Metavante and Customer. |
Post-termination Services | Upon a termination of this Agreement, Accuray shall continue to make available to Customers support services on commercially reasonable terms, including, without limitation, spare parts for the Systems for a minimum period of 10 years after the last shipment of a System pursuant to this Agreement. |
Post-termination Services | If the Agreement is terminated in years 2 or 3 by MBRK providing notice to DD within 60 days of the then current anniversary date of its intent not to renew, then MBRK will pay DD the End of Agreement Fee but no Early Termination Fee. |
Post-termination Services | Upon the termination of this Agreement for any reason, subject to and without limiting the provisions of Section 12: (i) the Parties shall implement the Transition-Out Services pursuant to Section 10(f); (ii) at the end of the Transition-out Period (or earlier upon CHT’s request) Ehave shall terminate and invalidate any Authentication IDs associated with CHT and any of its End Users; (iii) Ehave shall, but not earlier than twenty (20) Business Days after the later of termination or expiration of this Agreement or the Transition-out Period, destroy any copies of the End User Data contained in the Ehave Companion Solution and certify in writing to CHT that it has done so; (iv) CHT shall pay to Ehave the full amount of all Royalties payable hereunder as of the date of termination, if any, whether already invoiced or not (including any amounts due as late payment charges), and any other monies owing to Ehave hereunder; and (v) each Party will return to the other Party, or at the other Party’s written request, destroy, in a secure manner all Confidential Information of the other Party which is then in its possession or control and certify in writing that it has done so. |
Post-termination Services | In the event of a termination in accordance to clause 5.2 it is agreed that both parties agree to unwind and minimize costs and exit the JSMA as soon as practicably possible not exceeding 120 days. |
Post-termination Services | You agree that, at our option, you will sell to us any or all your assets used to operate the Franchised Business (including equipment, fixtures, furnishings, Delivery Vehicles, supplies, and inventory) that we ask in writing to purchase. |
Post-termination Services | Following expiration or termination of this Agreement, the Distributor may continue to sell any Products in the Market which are in its inventory <omitted> and which the Company has not repurchased. |
Post-termination Services | Each Participant must account to the Joint Venture for any benefit derived by that Participant without the consent of the other Participants from any transaction concerning the Joint Venture or any use by that Participant of the Joint Venture property, name or business connection. |
Post-termination Services | to deliver to Client, upon termination or expiration of this Agreement, all materials which were provided to CRO under the terms of this Agreement and which relate to the business of, or belong to, Client or which were provided by Client for the use of its employees, contractors or consultants; |
Post-termination Services | During the Term of this Agreement and during any sell-off period, MusclePharm shall pay Lender a royalty (the “Royalty”) of 10% on Net Sales (as defined below) of Licensed Products sold through its wholesale Distribution Channels or retail Distribution Channels, as the case may be and 10% on Net Sales of the Training Video and any Products sold in connection with any Training Video as contemplated pursuant to the last sentence of Section 4(a)(i) above. |
Post-termination Services | As part of the Termination Assistance, M&I shall assist Customer to develop a plan for the transition of all data processing services from M&I to Customer or its designee on a reasonable schedule developed by Customer. |
Post-termination Services | In the event that Zogenix terminates this Agreement pursuant to Section 12.2(c) or Distributor terminates this Agreement pursuant to Section 12.2(d), or after the expiration of this Agreement in accordance with Section 12.1, Zogenix shall negotiate in good faith with Distributor a license agreement for Distributor to make, use and sell the Product in the Field in the Territory under the Zogenix Technology, Zogenix Trademarks and the Product Trademarks. |
Post-termination Services | In the event of a termination of this Agreement by Monsanto pursuant to Section 10.4(a)(2) hereof, or by the Agent pursuant to Section 10.6(c)(1) hereof, then notwithstanding the provisions of Section 6.13 hereof, either party may, no earlier than three (3) years prior to the expiration of the Noncompetition Period, commence non- commercial activities (including formulation development, regulatory registrations, packaging and delivery systems development, and advertising and promotional material development and any other activities not prohibited by Section 6.13 of this Agreement during the Noncompetition Period, but excluding consumer-facing efforts or communications) for the sole purpose of such party’s preparation to launch any competing product upon expiration of the Noncompetition Period; and provided, that either party may, no earlier than twelve (12) months prior to the expiration of the Noncompetition Period, engage with retail customers for the sole purpose of selling-in competing products (provided that no product may be shipped to a retail customer or distributor prior to the end of the Noncompetition Period). |
Post-termination Services | If the Servicer resigns under Section 7.1, it will continue to perform its obligations as Servicer under this Agreement until the earlier to occur of (a) a Successor Servicer accepting its engagement as Servicer under Section 7.4 or (b) the date the Servicer is legally unable to act as Servicer. |
Post-termination Services | (b) such audit must not unreasonably interfere with the day to day operations of IntriCon; and |
Post-termination Services | such a case, the remaining Source Plasma shall be immediately returned to Sanofi Pasteur, under ADMA’s liability and expenses. S |
Post-termination Services | Notwithstanding the foregoing, in the event the expiration of this Agreement or termination of this Agreement by Musclepharm pursuant to paragraph 9(a), MusclePharm shall be entitled to sell-off the remaining Licensed Products for six (6) months after such expiration of this Agreement pursuant to paragraph 4(d) herein and shall continue to pay Endorser the Royalty set forth in paragraph 7 herein. |
Post-termination Services | Upon termination or expiration of this Agreement in whole or in part or any Facility Addendum, if requested by Customer within ninety (90) days immediately following the effective date of such expiration or termination of this Agreement and pursuant to Customer’s reasonable request and instructions, Manufacturer shall use commercially reasonable efforts to, as applicable, make assignments or partial assignments of such material contracts, licenses, permits, and other material documents, as applicable, in each case subject to any restrictions on assignment, or as may otherwise be set forth in any Contract relating thereto. |
Post-termination Services | Upon termination of the Agreement or the Work Stream requiring the use of the Samples, or upon completion of those activities requiring use of the Samples, FMI shall promptly return to Roche unused or remaining Samples, or, at FMI’s option, securely dispose of all unused or remaining Samples and provide Roche with a written notice of such disposal. |
Post-termination Services | During the Term, in the event EKR has the right to terminate this Agreement under Section 16.1(a) – (i) hereof (the “Step-in Right Trigger Event”), and EKR does not exercise its right to terminate this Agreement under such Section, EKR shall have the option to exercise step-in rights to manufacture the Product for the remainder of the Term (the “Step-in Right”) by providing PPI written notice of such election within ninety (90) days after the Step-in Right Trigger Event (or such longer period as mutually agreed by the Parties) (the “Step-in Right Notice”); provided that in the event such Step-in Right Trigger Event has been cured prior to EKR’s exercise of the Step-in Right, the Step-in Right shall terminate with respect to such Step-in Right Trigger Event. The Step-in Right Notice shall specify the date which EKR intends to exercise the rights associated with the Step-in Right. |
Post-termination Services | Sanofi shall, at RevMed’s request, for a period not to exceed [***] following the effective date of termination, provide reasonable technical assistance up to a total of [***] and, to the extent not already provided to RevMed, transfer copies of (including when available, in electronic format) all Sanofi Sole Program Know-How to RevMed or its designee, including without limitation: [***], in each case to the extent such materials are exclusively related to the Termination Product. |
Post-termination Services | Upon termination or expiration of this Agreement, Calm (at its sole expense) may engage a third party to audit XSPA’s inventory of any and all Product Collateral then on hand at each Store and XSPA shall promptly return or dispose of such inventory as instructed by Calm at Calm’s sole expense. |
Post-termination Services | COMPANY’S obligation for the payment of the Net Advertising Revenue shall survive expiration or termination of this Agreement and will continue for as long as COMPANY continues to use the Content. |
Post-termination Services | Subject to subsections (i)-(iii) of this Section 5.1(a), each Party agrees that prior to the date that is six (6) months after the Effective Time (“Delivery Date”), it will deliver possession of any Tangible/Intangible Information of the other Party that is in its possession or control to the other Party, without retaining any copies. |
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