Certain Effects of Termination Sample Clauses
POPULAR SAMPLE Copied 3 times
Certain Effects of Termination. Upon any expiration or termination of this Agreement:
(a) If the license granted in Section 2.1 survives termination pursuant to Section 10.1(a), then (i) Section 10.4 (b) will not apply to any Confidential Information of Mascoma related to the Mascoma Process, Mascoma Process Validated Improvements, Organisms or Organism Validated Improvements (but, for clarity, Licensee shall continue to be PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. TECHNOLOGY LICENSE AND SUPPLY AGREEMENT obligated to maintain the same as confidential pursuant to Section 7), provided that if Licensee no longer has the right to use Organisms or Organism Validated Improvements, then Section 10.4(b) will apply to Confidential Information of Mascoma related to Organisms or Organism Validated Improvements, and (ii) Licensee will further have the non-exclusive right to produce (or have produced), or to make (or have made) the Organism and Organism Improvements for the Kinross Facility in the Exclusive Area only for as long as it continues to have the right to use Organisms and Organism Improvements, provided that such Organism and Organism Improvements are used solely within the scope of the license granted in Section 2.1.
(b) Upon written request after such expiration or termination, (i) all materials containing such Confidential Information of the Disclosing Party in the Receiving Party’s possession or control will be returned by the Receiving Party or destroyed with the Disclosing Party’s prior written consent (files archived in electronic format will be deleted in the ordinary course of business but will not be used after termination of this Agreement), and (ii) all Organisms and Organism Validated Improvements in Licensee’s possession or control will be returned to Mascoma by Licensee or destroyed with Mascoma’s prior written consent. With respect to the foregoing clause (i), an officer of the Receiving Party will certify in writing to the Disclosing Party that the Receiving Party has complied with its obligations under such clause (i) and, with respect to the foregoing clause (ii), an officer of Licensee will certify in writing to Mascoma that Licensee has complied with its obligations under such clause (ii). The return of any Confidential Information will not relieve the Receiving Party of any of its obligatio...
Certain Effects of Termination. If this Agreement is terminated as provided in Section 6.01, except as set forth in Section 7.03, this Agreement shall become null and void and have no further force or effect, but the parties shall not be released from any liability arising from or in connection with any breach hereof occurring prior to such termination.
Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 7.1, neither Party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such Party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any Fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the Seller (in the aggregate), on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the Parties, in each case, except (i) as set forth in the preceding sentence and (ii) that the provisions of Section 6.2 to 6.4 (Counterparts, Governing Law, Entire Agreement) and Section 6.6 through Section 6.14 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance, Public Announcement, Non-Recourse) shall survive the termination of this Agreement. The Parties have caused this Agreement to be executed as of the date first written above. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer [Signature Page to Repurchase Agreement] By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory [Signature Page to Repurchase Agreement] By: BTOA – NQ L.L.C., its sole member By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory By: BTO-NQ Side-by-Side GP L.L.C., its general partner By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory By: Blackstone Tactical Opportunities Associates L.L.C., its general partner By: BTOA L.L.C., its sole member By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory
1. The following capitalized terms have the meanings indicated:
Certain Effects of Termination. In the event that this Agreement is terminated pursuant to Section 7.01:
(a) except as set forth in Section 7.02(b), this Agreement shall become null and void and have no further force or effect, but the parties shall not be released from any liability arising from or in connection with any breach hereof occurring prior to such termination;
(b) regardless of any purported termination of this Agreement, the provisions of Article VI and all indemnification rights and obligations of the Partnership and the Purchasers thereunder, this Section 7.02 and the provisions of Article VIII shall remain operative and in full force and effect as between the Partnership and the Purchasers, unless the Partnership and the Purchasers possessing the right to acquire not less than majority of the Purchased Units execute a writing that expressly (with specific references to the applicable Articles, Sections or subsections of this Agreement) terminates such rights and obligations as between the Partnership and the Purchasers; and
(c) each of the Confidentiality Agreements shall remain in effect in accordance with Section 8.06(a).
Certain Effects of Termination. (a) In the event of termination by any party pursuant to Section 11.1(a)(i) or (iv), each party shall pay its own expenses incident to the preparation for the consummation of this Agreement and the Contemplated Transactions.
(b) In the event of termination pursuant to Section 11.1(a)(ii) or (iii), the Company (for itself if it is the misrepresenting/breaching party) or the Sellers (for any and all Sellers if any or all Sellers are the misrepresenting/breaching party) shall, if such Breach or Breaches constituted a Breach Event or were willful, pay to the terminating party the sum of $2,000,000 for reimbursement of the terminating party's costs in connection with the Contemplated Transactions (and not as liquidated damages).
(c) Except for and with respect to Sections 2.3, 11.2(b), 11.2(c), 11.2(e), 13.1 [Expenses], 13.4 [Notices] and 13.15 [Sellers' Representative] hereof, in the event of termination of this Agreement pursuant to Section 11.1
(a) [Termination Events], this Agreement shall forthwith become void, there shall be no liability under this Agreement on the part of any of the parties hereto or any of their respective directors, officers, agents and counsel and all rights and obligations of each party hereto shall cease; provided, however, that nothing herein shall relieve any party from liability for, or eliminate the rights of any other party relating to, Fraud by any party, the willful breach of any of such party's representations and warranties or the willful breach of any of such party's covenants and agreements set forth in this Agreement.
(d) In the event that (i) a party is notified by the other party of a Subsequent Development prior to Closing, (ii) the notified party either accepts the Draft Supplemental Schedule addressing such Subsequent Development in accordance with Section 8.2 [Breaches That Become Known; Supplemental Schedules] or does not elect to terminate this Agreement because of such Subsequent Development pursuant to Section 11.1(a)(iii) or otherwise, and (iii) the Closing occurs, then the notified party shall be deemed to have waived such Subsequent Development (and the resulting misrepresentation or breach of warranty) and shall not be entitled to indemnification for Damages relating thereto under Article 12 [Indemnification].
(e) In the event that (A) this Agreement is terminated by Buyer pursuant to Section 11.1(a)(ii) or (iii) as a result of Fraud or a Breach that was willful and (B) Sellers and/or the Company (or any, s...
Certain Effects of Termination. If the Purchaser or the Seller terminates this Agreement pursuant to this Article 7, each party shall comply with the Nondisclosure Agreement, including the provisions regarding the return and/or destruction of any documents furnished to the other parties in connection with this Agreement.
Certain Effects of Termination. In the event of the termination of this Agreement by either Seller or Buyer as provided in Section 9.1, each party, if so requested by the other party, will promptly return every document furnished to it by the other party (or its subsidiary, division, associate or affiliate) in connection with the transaction contemplated hereby, whether so obtained before or after the execution of this Agreement, and any copies thereof (except for copies of documents publicly available) which may have been made, and will use reasonable efforts to cause its representatives and any representatives of financial institutions and others to whom such documents were furnished to promptly return such documents and any copies thereof. This Section 9.2 shall survive any termination of this Agreement.
Certain Effects of Termination. In the event of the termination of this Agreement as provided in Section 10.1 hereof, each party, if so requested by the other party, will (i) return promptly every document (other than documents publicly available) furnished to it by the other party (or any subsidiary, division, associate or affiliate of such other party) in connection with the transactions contemplated hereby, whether so obtained before or after the execution of this Agreement, and any copies thereof which may have been made, and will cause its representatives and any representatives of financial institutions and investors and others to whom such documents were furnished promptly to return such documents and any copies thereof any of them may have made; or (ii) destroy such documents and cause its representatives and such other representatives to destroy such documents, and such party shall deliver a certificate executed by its president or vice president stating to such effect; and
Certain Effects of Termination. (a) In the event of a Specified Termination, then AbbVie shall pay to Allergan $1,250,000,000 (the “Reverse Termination Payment”) in cleared, immediately available funds within three (3) Business Days thereafter; provided, that Allergan shall not be entitled to receive the Reverse Termination Payment if Allergan’s breach of this Agreement shall have been the primary cause of such Specified Termination.
Certain Effects of Termination. If the Purchaser or the Seller terminates this Agreement pursuant to Section 7.1, the Purchaser will comply with the Confidentiality Agreement regarding the return and/or destruction of any information furnished to the Purchaser in connection with this Agreement.