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Post-termination Services | Furthermore, each of the parties agree to cooperate fully with the other for any reasonable transition assistance required in the case of termination or expiration of this Agreement. |
Post-termination Services | The Parties shall reasonably cooperate in good faith to effect the transition to Janssen of all Product promotional activities to minimize disruptions to customers and patients. |
Post-termination Services | During the Term, the right to use Endorser's Name and Appearance Rights granted to MusclePharm in this Section shall extend for six (6) months beyond the expiration of this Agreement (the "Use-up Period"). |
Post-termination Services | (b) to remain away from the Company’s business premises and those of any Group
<omitted>
Company (unless given written permission to do otherwise); |
Post-termination Services | Each Party shall use Diligent Efforts to cooperate with the other and/or its designee to effect a smooth and orderly transition in the Development, sale and ongoing marketing, promotion and commercialization of the Product in the Ono Territory during the Wind-down Period and to conduct in an expeditious manner any activities to be conducted under this Section 14.2. |
Post-termination Services | For the avoidance of doubt, after the termination or expiration of this Agreement, the Village Media Company and its permitted licensees shall continue to have the right to fully exploit, use, and Exploit the HOFV Works for the length of the term of the license granted by PFHOF in connection with such HOFV Work pursuant to Section 2.3; provided that the length of the term of such license shall be a minimum of five (5) years. |
Post-termination Services | Upon expiration of this Agreement with respect to a Product in a country, the licenses granted to Aimmune pursuant to this Agreement shall continue in full force and effect on a fully-paid basis. |
Post-termination Services | If HealthGate is then using any Equipment leased or owned by the Publishers to provide services to any third party, HealthGate may continue to use that Equipment for that purpose until such time as HealthGate can reasonably transition to other equipment. |
Post-termination Services | Kitov shall be entitled to sell or otherwise dispose of its remaining stock of the Product until the end of the inventory’s shelf life. |
Post-termination Services | Talent agrees that Company shall, for a period of nine (9) months (Sell-Off Period) following the effective date of termination, have the right to continue to sell Product bearing the Property and/or utilize advertising materials and collateral bearing the Property. |
Post-termination Services | Notwithstanding anything herein to the contrary, IntriCon shall have a right after termination to continue selling existing products that include the Dynamic Hearing Technology as long as IntriCon pays the appropriate royalties in accordance with the payment clauses in section 4.9 and, for the avoidance of doubt, such other clauses of this Agreement (including 4.3, 4.10, 5, 6 and 10.1 will continue to apply in respect of such sales. |
Post-termination Services | Thereafter, HEMISPHERX shall purchase from the SCIEN all remaining stock of Product that is of merchantable quality at the same price as was paid by SCIEN. |
Post-termination Services | The Parties agree that any termination of a Study Order shall allow for: (i) the wind down of the Study to ensure the safety of Study subjects; and (ii) Adaptimmune’s final reconciliation of Data related to the Study in addition to Adaptimmune’s final monitoring visit. |
Post-termination Services | Upon termination of this Agreement for reasons other than a relationship with an Excite@Home Named Competitor under Section 16.a.v., the parties will communicate with Program Members as follows: |
Post-termination Services | Upon the expiration of the Term or termination of this Supply Agreement, in its entirety or with respect to one or more Products, this Supply Agreement shall, except as otherwise provided in this Section 10.3 or Section 10.5, be of no further force or effect; provided, however, that (a) in the event this Supply Agreement is terminated by SutroVax pursuant to Section 10.2.3 and there are outstanding Work Orders or other purchase orders accepted by Sutro that would not be fulfilled as a result of such termination, SutroVax shall reimburse Sutro for all supplies and materials purchased by Sutro and time incurred by Sutro personnel (to the extent incurred solely for manufacture of Product for SutroVax) for the manufacture, or preparation for the manufacture, of Products for any Work Orders placed by SutroVax and any other purchase orders accepted by Sutro prior to such expiration or termination, in each case to the extent Sutro cannot otherwise reasonably mitigate such the costs and expenses of such supplies, materials and time (e.g., by use of resulting supplies, materials and work-in-progress Product for other purposes); provided that to the extent SutroVax pays for any supplies or materials, upon SutroVax’s request Sutro shall promptly transfer and deliver such supplies and materials to SutroVax; and (b) if this Supply Agreement is terminated with respect to one or more Products, but not all Products, then this Supply Agreement shall continue in full force and effect with respect to the applicable Product(s) for which it is not terminated. |
Post-termination Services | In the event this Agreement is terminated for any reason, MICOA agrees to purchase from Agency, and Agency agrees to sell to MICOA Agency's ownership interest in the expirations for the MICOA insurance issued pursuant to this Agreement. |
Post-termination Services | On expiration or the effective date of termination of this Agreement, if earlier: |
Post-termination Services | Any revenues, credits or other consideration received by Licensee for the Wireless Products during the Sell Off Period will be subject to Licensee’s obligation to pay Fox Royalties pursuant to Paragraph 7 above. |
Post-termination Services | The remaining Parties to this Agreement shall assume the obligations, capital, operation, and maintenance interests of the Party terminating its participation in proportion to their interests assigned immediately preceding such effective date of termination, except for the continuing rights and obligations of the terminating Party as specified in Subparagraph 18.7 of this Agreement. |
Post-termination Services | In the event that Distributor terminates this Agreement pursuant to either Section 7.2 or 7.3 above, Distributor will notify Subscribers that the Programming is no longer available. |
Post-termination Services | The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the "Advertisements") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others. |
Post-termination Services | You agree to take such action as may be necessary to cancel any assumed name or equivalent registration which contains the mark “Goosehead Insurance” |
Post-termination Services | Subject to Corio's payment of the Software revenue sharing fees as set forth in EXHIBIT B hereto and the Software Support and Maintenance fee as provided in Section 2.5 of this Agreement, Changepoint's Software Support and Maintenance obligation shall continue after termination or expiration of this Agreement with respect to all Software Users granted access to the Software prior to termination or expiration of this Agreement for the remaining duration of each such Software Users' rights to use the Software pursuant to agreements between Corio and its Customers. |
Post-termination Services | If a termination notice is delivered pursuant to 15.2, 15.3, 15.4 or if Sonos decides to transfer the manufacturing of a Product from IAC during the Term of the Agreement, IAC shall cooperate fully with Sonos to effect the transfer of the manufacturing of the Products (without any obligation that IAC transfers IAC Property from IAC to Sonos, or a third party designated by Sonos, in order to help minimize any potential disruption in the continuity of supply. I |
Post-termination Services | Company Obligations. (i) Immediately cease all representation of an existing relationship with Distributor; (ii) All medication inventory is owned by Smart RX Systems, Inc. only; and (iii) Distributor shall continue to receive Net Income per Customer location for so long as Customer continues to utilize the Products. |
Post-termination Services | On expiration or earlier termination of this Agreement, unless otherwise instructed by Customer, Supplier shall, within [* * *], return to Customer all samples or other supplies of the Product (for which Supplier has been paid) in its possession or control in any form, with the exception of any samples such as retention samples that Supplier may be required to keep according to Applicable Law |
Post-termination Services | Commencing upon a notice of termination under Section 6.2 or 6.3 (including notice based upon default by TAG) and continuing for a period, designated by TAG, of up to twelve (12) months thereafter, LMG shall provide to TAG the reasonable termination assistance requested by TAG to allow the LMG Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the LMG Services to TAG or its designee (“Termination Assistance”). |
Post-termination Services | (d) if GALEN is then the owner of any patents, which in part relates to the Combination Product then LEO, its Affiliates and partners shall have a royalty free license to such patents for the term of the patents; |
Post-termination Services | In addition, if Calm does not provide XSPA with instructions within twenty (20) days of the termination or expiration of this Agreement, XSPA shall be permitted to dispose of any inventory of any and all Product Collateral then on hand at each Store. |
Post-termination Services | On termination of the provision of the Services by HealthGate to the Publishers for whatever reason, HealthGate shall at the Publishers' option: |
Post-termination Services | If, at the time of notice of any termination of this Agreement, DIALOG or any of its Affiliates has a written supply contract with a customer that extends beyond the end of the Wind Down Period (a “Continuing Obligation”), DIALOG and/or its Affiliates may continue to Sell Licensed Products to such customer through the term of the Wind Down Period and for the remainder of the term of such Continuing Obligation, provided that in no event may DIALOG or its Affiliates Sell Licensed Products to such customer pursuant to this Section 15.4(b) for a period longer than [***] after the effective date of termination of this Agreement. |
Post-termination Services | AIRSOPURE shall have the right, but not the duty, to be exercised by notice of intent to do so within 30 days after termination or expiration, to purchase any or all signs, advertising materials, supplies and inventory and any other items bearing AIRSOPURE's Licensed Marks, at Your cost or at fair market value, whichever is less. |
Post-termination Services | Upon expiration or termination, Eurofarma shall i) immediately transfer the MAs to the Licensor or to any other party designated by the Licensor and return all relevant documents prepared or submitted that are related to the MAs, including those documents, data or information generated post MA filings, in maximum 30 days after the notification of termination; if the Licensor does not decide and inform within this period to whom the MAs and documents shall be transferred, then the Licensee shall have no obligation to keep them actives ii) shall forfeit its ownership of the MAs in any and all of the countries of the Territory and with other regulatory agencies, without any form of compensation except for the compensation under the conditions set forth in Article 19.2 below and, iii) shall have no further claims of ownership and nor any other claims related to the MAs. |
Post-termination Services | In the event of termination of this license for any reason, SCIEN shall within 6months (as described in the Termination clause), cease all use of the “Interferon alfa-n3 (human leukocyte derived)”. |
Post-termination Services | The Franchisee agrees, during the term of this Agreement and thereafter, not to directly or indirectly engage in the operation of any restaurant, except as licensed by BKC, which utilizes or duplicates the Burger King System or any part thereof. |
Post-termination Services | If Company terminates the Agreement without cause and for reasons other than Distributor's failure to meet its minimum expectations; it shall repurchase from Distributor any unopened Product, and shall bear all shipping, handling and related costs notwithstanding any other remedies to which Distributor may be entitled. |
Post-termination Services | Notwithstanding the foregoing, unless this Agreement was terminated for a material breach, all provisions of this Agreement shall survive to the extent necessary for i-Escrow to complete any Customer transactions which are pending at the time of expiration or termination. |
Post-termination Services | If this Agreement is terminated, or otherwise at the instruction of the Company, the Contractor shall promptly deliver to the Company or its designee, as the case may be, all Note files and records (including, without limitation, copies of computerized records and servicing and other software, except as may be prohibited by any third party contract or license) related to the administration of the Notes and all monies collected by it relating to the Renewable Note Program (less any fees or expenses due to the Contractor). |
Post-termination Services | If AbbVie terminates this Agreement with respect to a country or other jurisdiction, or in its entirety pursuant to Section 12.3, AbbVie shall have the right for at least [***] and no more than [***], which period shall be determined by Harpoon in its sole discretion, after the effective date of such termination with respect to such country or other jurisdiction to sell or otherwise dispose of all Licensed Compound or Licensed Product then in its inventory and any in-progress inventory, in each case that is intended for sale or disposition in such country or other jurisdiction, as though this Agreement had not terminated with respect to such country or other jurisdiction, and such sale or disposition shall not constitute infringement of Harpoon’s or its Affiliates’ Patent or other intellectual property or other proprietary rights. |
Post-termination Services | During the Termination Period each party will continue to perform its obligations hereunder, and MBE and MBE Centers will continue to pay any applicable fees and payments hereunder to the Company. |
Post-termination Services | Accuray and Distributor agree to negotiate in good faith an orderly transition of Distributor’s distribution responsibilities and activities to Accuray or a third party designated by Accuray and Distributor agrees to assist in the transition. |
Post-termination Services | (a) To purchase the Location and/or any related equipment at fair market value, if the Franchisee, any of the Principals or an affiliate of the Franchisee owns the Location and/or related equipment. |
Post-termination Services | (e) to co-operate in the handover of your duties and responsibilities; |
Post-termination Services | (b) If the Location is leased by the Franchisee, any of the Principals or an affiliate of the Franchisee, subject to obtaining any necessary landlord's consent, to obtain an assignment of the leasehold interest at a price equal to the fair market value of the leasehold interest. |
Post-termination Services | During the period beginning on the date hereof and ending on the later of the fifth anniversary of the Closing Time or the date on which the Agent receives full payment in satisfaction of any claim for indemnification or contribution to which it may be entitled pursuant to Sections 6 or 7, respectively, none of the Company, the MHCs or the Bank shall, without the prior written consent of the Agent, take or permit to be taken any action that could result in the Bank Common Stock becoming subject to any security interest, mortgage, pledge, lien or encumbrance. |
Post-termination Services | Upon the termination or expiration of the Franchise, we will have the option, but not the obligation, exercisable for thirty (30) days upon written notice to you, to purchase at fair market value all of the assets of the Franchise, including all approved equipment, fixtures, furniture and signs and all supplies, materials, and other items imprinted with any Mark, and to take an assignment of the lease for the Premises and any other lease or concession agreement necessary for the operation of the Franchise |
Post-termination Services | In the event that this Agreement is terminated or expires on its own terms, Company shall have no further responsibilities to Distributor except that in the event the Agreement terminates for any reason other than a breach hereof by Distributor, Company shall be obligated to process orders accepted by Company prior to the effective date of such termination or expiration or within Ninety (90) days thereafter. |
Post-termination Services | Should the Agreement expire during the period of performance, all remaining Work of each Purchase Order will be completed under the terms of the Agreement then in effect on the date of award for each respective Purchase Order, unless modified in writing by mutual consent of the parties. |
Post-termination Services | At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months. |
Post-termination Services | During the period ending on the third anniversary of the expiration of the fiscal year during which the closing of the transactions contemplated hereby occurs, the Company will furnish to its stockholders as soon as practicable after the end of each such fiscal year an annual report (including consolidated statements of financial condition and consolidated statements of income, stockholders’ equity and cash flows, certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), the Company will make available to its stockholders consolidated summary financial information of the Company and the Bank for such quarter in reasonable detail. In addition, such annual report and quarterly consolidated summary financial information shall be made public through the issuance of appropriate press releases at the same time or prior to the time of the furnishing thereof to stockholders of the Company. |
Post-termination Services | In the event that this contract between Network 1 and Affiliate is terminated for any reason, the Contractors located by Affiliate shall remain Contractors of Network 1. |
Post-termination Services | MusclePharm agrees to preserve and keep accessible and available to the AS Parties all relevant books and records for a period of at least three (3) years following the expiration or termination of the Agreement. |
Post-termination Services | Sell-off period: 3 months after termination |
Post-termination Services | Neither the Principals nor the Franchisee shall directly or indirectly (through stock ownership, partnership, trust, joint venture, management contract, or otherwise) (a) have any interest in another "Fast Food Hamburger Restaurant" during the term of this Agreement, or (b) for a period of one ye ar after termination or expiration of this Agreement, have any interest in another Fast Food Hamburger Restaurant business at or within such distance of the Location as is stated SCHEDULE 1. |
Post-termination Services | Upon the termination of this Agreement, Operator shall cooperate in the transition of operations to Owner or a successor operator |
Post-termination Services | In the event Ono is the sponsor of or conducting any on-going Clinical Studies of the Product following the date a notice of termination has been issued by Array or Ono, to the extent requested by Array, Ono agrees to: (A) continue to sponsor or conduct any such Clinical Studies in normal course if such Clinical Studies can be completed (i) within [ * ] following the effective date of termination in the case of a termination by Ono pursuant to Section 13.2, or (ii) within [ * ] following the effective date of termination in the case of any other termination of this Agreement by either Party, or (B) promptly transition to Array or its designee such sponsorship or Clinical Studies (or portions thereof) provided that in such case, Array shall take over such studies (i) within [ * ] following the effective date of termination in the case of a termination by Ono pursuant to Section 13.2, or (ii) within [ * ] following the effective date of termination in the case of any other termination of this Agreement by either Party. |
Post-termination Services | Upon any termination of this Agreement, RevMed shall pay to Sanofi any amounts owed to Third Parties under license agreements to which Sanofi is a party that grant Sanofi a license under such Third Party’s Patent Rights or Know-How that is sublicensed to RevMed pursuant to Section 12.3(c)(ii)A, unless RevMed declines in writing to obtain such sublicense. “Post-Termination Royalty Term” means: (I) with respect to a particular country and a particular Termination Product that is the subject of the royalty obligations under Section 12.3(c)(ii)B(1), the period of time commencing upon the First Commercial Sale of such Termination Product in such country (by RevMed or its Affiliates or sublicensees) and ending upon the latest of (a) the date on which there is no Valid Claim (as such term is applied mutatis mutandis to Sanofi Sole Program Patents) of a Sanofi Sole Program Patent that would be infringed by the sale of such Termination Product in such country; (b) the expiration of any Regulatory Exclusivity granted with respect to such Termination Product in such country[***] and (II) with respect to a particular country and a particular Termination Product that is subject of the royalty obligations under Section 12.3(c)(ii)B(2) or Section 12.3(c)(ii)B(3), the period of time commencing upon the First Commercial Sale of such Termination Product in such country (by RevMed or its Affiliates or sublicensees) and ending upon the latest of (a) the expiration of any Regulatory Exclusivity granted with respect to such Termination Product in such country; and (b) [***]. |
Post-termination Services | For three (3) years after each calendar quarter during the term of this Agreement, Co-Host will keep, at Co-Host's office, full and accurate books of account and copies of all documents and other materials for such quarter relating to this Agreement and Co-Host's records, accounts and contracts relating to the distribution of the Products. |
Post-termination Services | Notwithstanding anything contained herein to the contrary, in the event that EKR is entitled to exercise its right to terminate this Agreement pursuant to Section 16.1(a), in addition to the right to terminate as provided therein and any other remedies EKR may have hereunder, PPI shall assist EKR in the transfer of the manufacture of the Products, including the Specifications from PPI to EKR or EKR’s designee. |
Post-termination Services | (a) not to carry out any further work for the Company or for any Group Company; |
Post-termination Services | For twenty-four (24) months following termination of this Agreement, Licensee shall specify on all public-facing materials in a prominent place and in prominent typeface that Licensee is no longer operating under the Licensed Mark, is no longer associated with Licensor, or such other notice as may be deemed necessary by Licensor in its sole discretion in its prosecution, defense, and/or settlement of any Third Party Claim. |
Post-termination Services | EXECUTION COPY |
Post-termination Services | In the event SFJ terminates this Agreement pursuant to this Section 14.2.5, 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 SFJ within [***] of the date of termination an amount equal to three hundred percent (300%) of Development Costs paid or incurred by SFJ prior to such termination. |
Post-termination Services | Upon termination of [***] by Sanofi pursuant to Section 12.2(a)(ii)B (Termination by Sanofi for Change of Control) in the case of an Acquiror of RevMed that is a Major Biopharmaceutical Company, RevMed, [***], will (1) make available to Sanofi copies of [***], (2) provide Sanofi with copies of [***], (3) provide Sanofi with all [***], and (4) otherwise provide Sanofi all reasonable assistance in [***]. |
Post-termination Services | If a Termination Notice is sent, the parties shall promptly meet to discuss a phase-out of the Co-Branded Sites and all Links and transfers of Product Listings set forth herein. |
Post-termination Services | Subject to Corio's payment of the annual support and maintenance fee, Commerce One's support and maintenance obligation of the Software and MarketSite.net Service shall continue after termination or expiration of this Agreement with respect to all Software Users granted access to the Software and MarketSite.net Service prior to termination or expiration of this Agreement. |
Post-termination Services | The Agent and Monsanto shall each maintain true and complete records in connection with this Agreement and shall retain all such records for at least forty-eight (48) months following the termination or expiration of this Agreement. |
Post-termination Services | In the event that PB terminates this Agreement pursuant to this Section 14.2.2 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 SFJ, within [***] of the date of termination, an amount equal to three hundred percent (300%) of Development Costs paid or incurred by SFJ prior to such termination. |
Post-termination Services | (c) not to contact any of the Company’s clients, suppliers or employees or those of any Group Company without the Company’s prior written permission; |
Post-termination Services | Upon the expiration or termination of the Term (other than in connection with a Sale Transaction in which Sekisui acquires Qualigen), Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products. A sales person “primarily responsible for selling the Products” is one that spends more than half of his or her time and receives more than half of his or her commission based compensation based on sales of the Products. |
Post-termination Services | In the event that this Agreement is terminated pursuant to this Section 14.2.4, 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 make 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. |
Post-termination Services | IntriCon must make all such records available for inspection, copying and audit by an independent auditor appointed by Dynamic Hearing (and to which IntriCon has no reasonable objection) during ordinary business hours at any time during the Term and for a period of one year following the expiration or earlier termination of this Agreement, provided that: <omitted> |
Post-termination Services | The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder. |
Post-termination Services | Distributor agrees not to use in any manner whatsoever the marks, logos, images and copy of Vendor following the expiration or termination of this Agreement, except as may be needed to sell any Products remaining in Distributor’s inventory. |
Post-termination Services | Except as otherwise provided in this Subsection 3(b), upon termination or expiration of the Agreement (or this Attachment 6, in the <omitted> event of termination in part) for any reason, MSL's authority to Preload MS Software Images and to place MS Software Image documentation in Product packages shall immediately cease. |
Post-termination Services | In no event shall the transition exceed one hundred eighty [180] calendar days from the date of termination unless the Parties otherwise agree in writing. |
Post-termination Services | In addition, if this Agreement is terminated prior to completion of the Research Program, OntoChem will promptly furnish to Anixa any Deliverable or other work product generated to date and not previously provided to Anixa, including work in process. |
Post-termination Services | (ii) exercise best endeavours to grant to the Publishers a non-exclusive non-transferable licence to use the Third Party Software for the Site when and to the extent requested by the Publishers. |
Post-termination Services | Unless this Agreement is terminated by Zogenix under Section 12.2(c), at Zogenix’s option, which shall be exercised by written notice to Distributor, to the extent permitted under Applicable Laws, Distributor shall assign or cause to be assigned to Zogenix or its designee (or to the extent not so assignable, Distributor shall take all reasonable actions to make available to Zogenix or its designee the benefits of), at Zogenix’s cost, all Regulatory Filings and Regulatory Approvals for the Product in the Field in the Territory. |
Post-termination Services | Upon any termination or expiration of this Agreement: (a) All sums due to either party from the other shall be promptly paid; (b) Distributor orders received and accepted by STAAR prior to the effective date of the termination of this Agreement shall be fulfilled in accordance with their terms; (c) All property belonging to one party but in the custody of the other shall be returned; (d) STAAR shall have the option to repurchase any or all current and resalable Products in Distributor’s inventory at eighty percent (80%) of Distributor’s original net purchase price (reflecting a twenty percent (20%) restocking and administrative fee); (e) Distributor shall cease all display, advertising and use of STAAR trade names, trademarks (including the Trademarks), logos and designations, except uses on the Products which remain in Distributor’s possession, and shall transfer all registrations and sponsorships for the Products to STAAR or its designee; |
Post-termination Services | In the event of any termination of the Project by University, (a) University agrees to complete Phase I and II of the Project, and (b) ArTara will continue to provide annual funding until the completion of Phase II. |
Post-termination Services | (h) to keep the Company informed of your whereabouts and contact details and to remain reasonably contactable and available for work. |
Post-termination Services | Upon the expiration of the Sell Off Period, Licensee agrees to destroy all such remaining inventory and confirm same in writing to Fox (and require that any Licensed CSP do the same). |
Post-termination Services | Any Product sold or disposed by Ono, its Affiliates and, subject to Section 14.2(a) (viii) below, its Sublicensees in the Ono Territory during the Wind-down Period shall be subject to royalties under Section 6.3 above, provided that in the event of a termination by Ono pursuant to 13.3 or 13.4, if Array requests that Ono continue distributing the Product beyond the first anniversary of the date on which such notice of termination was given, then, the royalties owed by Ono under Section 6.3 above with respect to sales of Product occurring during the remainder of the Wind-down Period shall be reduced by [ * ] of the otherwise applicable royalty rate, provided further that in no event shall such royalties be reduced to less than the royalty due to [ * ] pursuant to that certain agreement dated [ * ]. |
Post-termination Services | In the event that such transfer is the result of a termination notice pursuant to 15.2, 15.3 or 15.4 and such transfer is not completed by the termination date pursuant to 15.2, 15.3 or 15.4, the parties shall, acting reasonably and in good faith, agree to continue to cooperate fully to effect the transfer and extend the Term of this Agreement on such appropriate terms as the parties may agree for one or more ninety (90) day periods (the succession of which must be notified to IAC in writing within thirty (30) days of the expiration of the first ninety (90) day period and within the same timeframe for each period thereafter), until such time as the transfer is completed. |
Post-termination Services | The Parties shall perform such activities as set forth in the Transition Plan and shall otherwise perform all such obligations in good faith to ensure a smooth transfer of the manufacturing activities under this Agreement to Customer. |
Post-termination Services | The Parties agree that during the pendency of the winding up, the JVC will be allowed to use the Technical Know How to the extent the same is necessary for the purpose of implementing any orders pending in favour of its customers. |
Post-termination Services | Within [*****] days following the effective date of termination or expiration, Distributor shall return to Cisco all Product held in inventory as of the effective date of termination. |
Post-termination Services | Throughout the Term and for a period of six (6) months after the expiration or termination of this Agreement, Calm shall have a right of first refusal to expand the rights and obligations described in this Agreement to any Stores outside the Territory (the “ROFR”). |
Post-termination Services | Upon termination of this Agreement and for a period of six (6) months thereafter, the Publishers will have the following rights and obligations: |
Post-termination Services | Licensee shall (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) use Commercially Reasonable Efforts to cooperate with Bioeq or its designee, and provide [***] reasonable assistance and support, to [***] Bioeq or its designee to take over the Commercialization of the Licensed Products in the Field in the Territory [***] following the effective date of such termination, including by (a) using Commercially Reasonable Efforts to provide [***], (b) disclosing and assigning (to the extent permitted under the relevant agreement) to Bioeq Licensee’s existing agreements relating solely to the Commercialization of the Licensed Product in the Territory, including with [***], to the extent legally possible ([***]) and (c) transferring Licensed Product- specific marketing materials, including [***]. |
Post-termination Services | At RevMed’s reasonable request, for a period not to exceed [***] following the effective date of termination, Sanofi shall provide RevMed with assistance up to a total of [***] with any inquiries and correspondence with Regulatory Authorities relating to any such Termination Product. |
Post-termination Services | Upon termination, ENVISION shall have eighteen (18) months to exhaust any inventories, packaging and advertising materials bearing the "SierraSil" trademark and SIERRA shall have first option to buy back any inventory at ENVISION's net purchase pric |
Post-termination Services | Cisco agrees to repurchase all Product in Distributor's inventory within [*****] days following the effective date of termination or expiration. |
Post-termination Services | Notwithstanding anything to the contrary in this Agreement and in furtherance of continuing qualification under the QFCP-RC Tariff, in the event of the early termination of this Agreement pursuant to Article 4 hereof, BE and Operator agree to use commercially reasonable efforts to cooperate with Owner to facilitate Owner <omitted> entering into a new agreement with a third party operator governing operation and maintenance services to be provided to Owner on terms substantially similar to the terms of this Agreement, so that such replacement Operator shall be deemed a QFCP. |
Post-termination Services | (e) Except in the event of termination of this Agreement by EKR pursuant to Section 16.1(a), EKR shall promptly transfer to PPI or its nominee, each and every Marketing Authorization (to the extent not held by PPI) relating to the Product, together with all communications with the relevant Regulatory Authorities, and all notes and record thereof. |
Post-termination Services | The Step-in Right shall include, without limitation, and to the extent allowable under Applicable Law, PPI’s grant to EKR of such additional license rights, rights of access, rights of observation and rights of management, direction and control, in each case solely with respect to the manufacture and supply of Product and as reasonably necessary to enable and permit EKR (or EKR’s designee) to ensure that the supply of Product shall continue to be available to EKR under this Agreement and the Supply Agreement; provided that EKR in exercising the Step-in Right shall not (i) unreasonably interfere with PPI’s other activities at the facilities at which the Product is manufactured, tested, labeled, stored or <omitted> otherwise handled (“Product Facilities”) or (ii) require PPI to take any action or fail to take any action that does or could reasonably be expected to interfere with PPI’s other activities at the Product Facilities. |
Post-termination Services | After termination is effective and Aucta assumes control of the Product, ETON will provide, to the extent practicable, transition services to Aucta to include assistance with Product distribution, processing of rebates, drug safety, etc. at Aucta’s cost for such services, for a reasonable period of time as mutually determined by the Parties but not to exceed one hundred eighty (180) days following termination so that Aucta can get its own such services in place. |
Post-termination Services | Upon expiration or termination of this Agreement by PAPA JOHN’S (but not in the event of termination by ABG), and subject to PAPA JOHN’S ongoing compliance with the terms and conditions of this Agreement, PAPA JOHN’S shall have the following rights to use the Celebrity Endorsement solely as follows: (i) for a period of six (6) months following the effective date of expiration or termination, PAPA JOHN’S shall have the right to continue to use, display and distribute copies of Materials which bear the Celebrity Endorsement and which were printed and published, or irrevocably booked for publication or display with a third party, prior to the effective date of expiration or termination; and (ii) PAPA JOHN’S shall have the right, without restriction, to the in-house, non-commercial use of any Materials. |
Post-termination Services | You shall take such action as may be necessary to cancel any assumed name registration or equivalent registration obtained by you which contains the Proprietary Marks; and you shall furnish us with evidence satisfactory to us of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement. |
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