Breaching Party Obligations Sample Clauses

Breaching Party Obligations. A Breaching Party shall, with respect to the Collaboration Product or Royalty Product as to which it is the Breaching Party (i) notwithstanding the provisions of this Agreement to the contrary, the Breaching Party shall be [****], (ii) in addition to the obligations specified in [****] the Breaching Party shall [****], and (iii) the Breaching Party shall [****].
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Breaching Party Obligations. In the event of termination by a Party due to material breach by the other Party, in addition to the obligations specified in Section 14.6(a), the breaching Party shall: (i) remain responsible for its share of Development Costs scheduled to be paid (meaning current obligations have been incurred and amounts are to be actually paid in the period) during the period ending *** following termination under the Annual Workplan/Budget in effect on the effective date of termination, (ii) make its personnel and other resources reasonably available to the other Party as necessary to effect an orderly transition of Development and/or Commercialization responsibilities, with the reasonable cost of such personnel and resources to be borne by the non-breaching Party after the effective date of termination; (iii) for a reasonable period of time *** , assist in the transition of responsibilities to the non-breaching Party; and (iv) transfer all relevant information, files or data to the non-breaching Party. Notwithstanding anything in the foregoing to the contrary, if the breaching Party is the supplying Party, the breaching Party will agree to perform technology transfer activities for a period of up to *** following execution by the non-breaching Party of an agreement with a new supplier, subject to the payment of costs as set forth in the preceding sentence. In the event that Elan terminates this Agreement as a result of breach by Biogen prior to initiation of the first Phase III Clinical Trial of Licensed Product, Biogen's sole obligation with respect to manufacture and supply of Licensed Product under this Agreement and the Clinical Supply Agreement shall be to *** . In the event of termination by either Party pursuant to this Section 14.4 after initiation of the first Phase III Clinical Trial, in addition to the obligations specified under paragraph (a) above, the breaching Party shall remain responsible for supplying the amounts of Antegren or, as applicable, other Licensed Product, it was obligated to supply at the time of such termination (consistent with then current forecasts) for a reasonable period of time, *** in order to allow the other Party to find an alternate source of supply. The sole and exclusive amount to be 73 paid by the non-breaching Party for supplies of Licensed Product under the preceding sentence during the period after termination shall be as follows: Period following termination Amount to be Paid ---------------------------- ---------------...
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Breaching Party Obligations. In the event of termination by a Party due to material breach by the other Party, the breaching Party shall: (i) remain responsible to supply the amounts of Licensed Product it was obligated to supply at the time of such termination for a reasonable period of time to allow the other Party to find an alternate source of supply, or as otherwise required under a Manufacturing and Supply Agreement between the Parties; (ii) make its personnel and other resources reasonably available to the other Party as necessary to effect an orderly transition of responsibilities, with the reasonable cost of such personnel and resources to be borne by the breaching Party after the effective date of termination and (iii) if such material breach occurred prior to the second anniversary of the Closing Date, pay to the non-breaching Party, in addition to any amounts due and owing by the breaching Party under this Agreement (other than amounts, if any, that cause the breach) **. If such material breach occurs on or after the second anniversary of the Closing Date, the non-breaching Party shall have all remedies provided by law or equity with respect to such breach, that may be awarded pursuant to Article 16 below, in addition to any amounts due and owing by the breaching Party to the non-breaching Party under this Agreement. ------------------- ** This portion has been redacted pursuant to a confidential treatment request.
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Breaching Party Obligations. This portion has been redacted pursuant to a confidential treatment request.
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Related to Breaching Party Obligations

  • Third Party Obligations 3.1. The THIRD PARTY shall:-

  • Confidentiality Obligation If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.3. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party.

  • Provider Obligations Provider at all times during the term of this Agreement shall:

  • Confidentiality Obligations To the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.

  • Survival of Confidentiality Obligations The Parties’ rights and obligations under this Section 10 shall survive and continue in effect until two (2) years after the expiration or termination date of this Agreement with regard to all Information exchanged during the term of this Agreement. Thereafter, the Parties’ rights and obligations hereunder survive and continue in effect with respect to any Information that is a trade secret under applicable law.

  • Service Provider Obligations Service Provider shall:

  • Developer Obligations In accordance with applicable NYISO requirements, Developer shall maintain satisfactory operating communications with Connecting Transmission Owner and NYISO. Developer shall provide standard voice line, dedicated voice line and facsimile communications at its Large Generating Facility control room or central dispatch facility through use of either the public telephone system, or a voice communications system that does not rely on the public telephone system. Developer shall also provide the dedicated data circuit(s) necessary to provide Developer data to Connecting Transmission Owner and NYISO as set forth in Appendix D hereto. The data circuit(s) shall extend from the Large Generating Facility to the location(s) specified by Connecting Transmission Owner and NYISO. Any required maintenance of such communications equipment shall be performed by Developer. Operational communications shall be activated and maintained under, but not be limited to, the following events: system paralleling or separation, scheduled and unscheduled shutdowns, equipment clearances, and hourly and daily load data.

  • Termination Obligations The Supplier shall comply with all of its obligations contained in the Exit Plan. Upon termination or expiry (as the case may be) or at the end of the Termination Assistance Period (or earlier if this does not adversely affect the Supplier's performance of the Ordered Panel Services and the Termination Assistance and its compliance with the other provisions of this Contract Schedule 2), the Supplier shall: cease to use the Customer Data; provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form (or such other format as reasonably required by the Customer); erase from any computers, storage devices and storage media that are to be retained by the Supplier after the end of the Termination Assistance Period all Customer Data and promptly certify to the Customer that it has completed such deletion; return to the Customer such of the following as is in the Supplier's possession or control: all materials created by the Supplier under this Legal Services Contract in which the IPRs are owned by the Customer; any equipment which belongs to the Customer; any items that have been on-charged to the Customer, such as consumables; and any sums prepaid by the Customer in respect of Ordered Panel Services not delivered by the Expiry Date; vacate any Customer Premises; remove the Supplier Equipment together with any other materials used by the Supplier to supply the Ordered Panel Services and shall leave the sites in a clean, safe and tidy condition. The Supplier is solely responsible for making good any damage to the sites or any objects contained thereon, other than fair wear and tear, which is caused by the Supplier and/or any Supplier Personnel; provide access during normal working hours to the Customer and/or the Replacement Supplier for up to twelve (12) Months after expiry or termination to: such information relating to the Ordered Panel Services as remains in the possession or control of the Supplier; and such members of the Supplier Personnel as have been involved in the design, development and provision of the Ordered Panel Services and who are still employed by the Supplier, provided that the Customer and/or the Replacement Supplier shall pay the reasonable costs of the Supplier actually incurred in responding to requests for access under this paragraph. Upon termination or expiry (as the case may be) or at the end of the Termination Assistance Period (or earlier if this does not adversely affect the Supplier's performance of the Ordered Panel Services and the Termination Assistance and its compliance with the other provisions of this Contract Schedule 2), each Party shall return to the other Party (or if requested, destroy or delete) all Confidential Information of the other Party and shall certify that it does not retain the other Party's Confidential Information save to the extent (and for the limited period) that such information needs to be retained by the Party in question for the purposes of providing or receiving any Ordered Panel Services or termination services or for statutory compliance purposes. Except where this Contract provides otherwise, all licences, leases and authorisations granted by the Customer to the Supplier in relation to the Ordered Panel Services shall be terminated with effect from the end of the Termination Assistance Period.

  • Parties Obligations The Parties’ obligations under this Agreement will continue notwithstanding the existence of a Material Change.

  • Executive’s Obligations The amounts described in Sections 3.00 and 5.00 of this Agreement are provided by the Company in exchange for (and have a value to the Company equivalent to) the Executive’s performance of the obligations described in this Agreement, including performance of the duties and the covenants made and entered into by and between the Executive and the Company in this Agreement.

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