Certain Rights and Obligations Upon Termination Sample Clauses

Certain Rights and Obligations Upon Termination. Neither termination of this Agreement under Section 20, nor expiration of the Term, shall relieve either party of obligations under this Agreement or for liability for any breach of this Agreement incurred prior to or in connection with its termination or expiration. Any liability for either Party to the other Party for any post termination compensation for consequential damages, including without limitation, loss of business, sales, or profits, resulting from or incident to such termination, shall be subject to the limitation on consequential damages set forth in Section 16.13. Rights and remedies specified in Section 20 upon termination by either Party due to the other Party’s uncured material breach shall be in addition to any and all other rights and remedies available in the event of breach under this Agreement or applicable law. The provisions of Sections 6.10, 6.11, 6.12, 12.5, 13.4, 13.5, 14.3, 14.6, 16.2, 16.10, 16.11, 16.12, 16.13, 16.14, 16.15, 17, 20, and 25; and any other provision which by its terms is intended to survive the termination of this Agreement will survive the termination or expiration or non-renewal of this Agreement and remain in full force and effect thereafter in accordance with their terms.
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Certain Rights and Obligations Upon Termination. IF MILLENNIUM IS THE BREACHING PARTY. Without limiting any other legal or equitable remedies that OBI may have, if Millennium is the Breaching Party and OBI terminates this Agreement in accordance with Section 12.2(a): (i) Millennium's obligations under Section 11.1 shall survive but in no event longer than the initial [**] period set forth therein; (ii) the licenses granted to OBI in Section 3.1 shall terminate, the licenses granted to Millennium under Section 3.2(a) shall terminate and the licenses granted to Millennium under Section 3.2(b) shall survive but, subject to Section 3.7, shall be royalty-bearing (at a rate to be agreed upon in good faith by the Parties) with respect to sales of Products Covered by such OBI Development Know-How and related OBI Patent Rights inside the Field after the Term (PROVIDED HOWEVER, THAT if the Parties are unable to reach agreement on such royalty rate, the matter shall be submitted to arbitration pursuant to Section 13.4 and the arbitrator(s) in such arbitration shall base their determination of the appropriate royalty rate based on all relevant factors, including without limitation, (A) then prevailing royalty rates for comparable products, (B) the scope and enforceability of the applicable OBI Patent Rights, (C) the profit margin for the Product, and (D) other royalty arrangements of OBI or Third Parties for comparable intellectual property); (iii) OBI shall as promptly as commercially practicable transfer to Millennium or Millennium's designee (A) possession and ownership of all governmental or regulatory correspondence, conversation logs, filings and approvals (including all Regulatory Approvals and pricing and reimbursement approvals) relating to the Development, Manufacture or Commercialization of Products, (B) copies of all data, reports, records and materials in OBI's possession or control relating to the Development, Manufacture or Commercialization of Products, including all non-clinical and clinical data relating to the Product, and (C) all records and materials in OBI's possession or control containing Confidential Information of Millennium; (iv) OBI shall appoint Millennium as OBI's and/or its Affiliates' agent for all Product-related matters involving Regulatory Authorities in the License Territory; and (v) if Millennium so requests, OBI shall transfer to Millennium any Third Party agreements relating solely to the Development, Manufacture or Commercialization of the Product to which OBI is a party. OBI ...
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Certain Rights and Obligations Upon Termination. Without limiting any other legal or equitable remedies that either Party may have, if this Agreement is terminated by either Party pursuant to Article XII hereof, the following provisions will take effect as of the effective date of such termination:
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Certain Rights and Obligations Upon Termination if NPS is the Breaching Party or Becomes Insolvent. Without limiting any other legal or equitable remedies that Nycomed may have, if Nycomed terminates this Agreement in accordance with Section 11.2(c) or 11.2(d), then:
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Related to Certain Rights and Obligations Upon Termination

  • Rights and Obligations Upon Termination (a) In the event of Employer’s termination of the Term (and Executive’s employment) pursuant to Section 5.3 (which, for the avoidance of doubt, is a termination Without Cause), Employer shall pay Executive:

  • Rights and Obligations on Termination In the event of termination of this Agreement for any reason, the parties shall have the following rights and obligations:

  • Payments on Termination and Survival of Certain Rights and Obligations Payments to the Advisor pursuant to this Section 13.03 shall be subject to the 2%/25% Guidelines to the extent applicable.

  • Obligations Upon Termination Upon termination of this Agreement, either party shall, at the request of the other party, return any document, material, database, equipment, or software containing the Confidential Information to the other party. If, for any reason, such document, material, database, equipment, or software cannot be returned, either party shall destroy all the Confidential Information belonging to the other party and delete such Confidential Information from any memory devices. No party shall be permitted to continue using the Confidential Information in any way after the termination of this Agreement.

  • Actions Upon Termination Upon the termination of this Agreement, Issuer shall remove all references to any ODB Name, Branding and Content from the Issuer Site or Issuer Content and terminate all links on the Issuer Site to any ODB Site. ODB shall remove all references to Issuer Name, Branding and Content and terminate all links on the ODB Site to any Issuer Site. Each Party shall promptly return all Confidential Information, documents, manuals and other materials stored in any form or media (including but not limited to electronic copies) belonging to the other Party, except as may be otherwise provided in this Agreement or required by Law.

  • Independent Nature of Rights and Obligations Nothing contained herein, and no action taken by any party pursuant hereto, shall be deemed to constitute Investor and the Sponsor as, and the Sponsor acknowledges that Investor and the Sponsor do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Investor and the Sponsor are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any matters, and the Sponsor acknowledges that Investor and the Sponsor are not acting in concert or as a group, and the Sponsor shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement.

  • Termination of Conditions and Obligations The conditions precedent imposed by Section 5 or this Section 7 upon the transferability of the Shares shall cease and terminate as to any particular number of the Shares when such Shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement covering such Shares or at such time as an opinion of counsel satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.

  • Transfer of Rights and Obligations 12.1 Lender has the right to transfer all or part of the right in this contract to a third party, the transferring actions do not need to acquire the consent of the borrower. If without the consent of the lender in writing, the borrower cannot transfer any right and obligations in this contract to a third party.

  • Survival of Rights and Obligations All rights and obligations of Employee or the Company arising during the term of this Agreement shall continue to have full force and effect after the termination of this Agreement unless otherwise provided herein.

  • Assignment of Rights and Obligations (a) Without Owners’ prior written consent, Managing Agent shall not sell, transfer, assign or otherwise dispose of or mortgage, hypothecate or otherwise encumber or permit or suffer any encumbrance of all or any part of its rights and obligations hereunder, and any transfer, encumbrance or other disposition of an interest herein made or attempted in violation of this paragraph shall be void and ineffective, and shall not be binding upon Owners. Notwithstanding the foregoing, Managing Agent may assign its rights and delegate its obligations under this Agreement to any subsidiary of Parent so long as such subsidiary is then and remains Controlled by Parent.

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