Consequences of Termination or Expiration Clause Samples

Consequences of Termination or Expiration. Upon termination or expiration of this Agreement the following provisions shall apply: (i) any License in the Software shall terminate immediately, and (ii) You shall cease any and all use of the Product and any Third Party Software provided with it, or delete or uninstall any Software or Third Party Software provided to you; and (iii) return all Documentation and any copies thereof and related materials which are in Your possession; and (iv) if the provisions of the Purchase Order so specify, then return any hardware provided to you under the Purchase Order. You are required to certify to Cyberbit of Your compliance with the foregoing provisions within 14 days of termination.

Consequences of Termination or Expiration. The provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement shall survive termination or expiration.

Consequences of Termination or Expiration. (a) In the event of Licensor’s termination of this Agreement pursuant to Article X, Licensee shall take all steps that are reasonably requested by Licensor in order to mitigate the potential negative impact to Licensor or its Affiliates resulting from the circumstances that gave rise to such termination, including issuing a press release or other public statement clarifying that Licensor and Licensee are not affiliated companies and that Licensor has no equity interests in or control rights with respect to Licensee. (b) With respect to each use of the Pluto Licensed Marks, upon and after the earlier of (a) the expiration or termination of this Agreement with respect to the Pluto Licensed Marks or (b) the expiration of the applicable Term with respect to such use, as applicable: (i) all rights granted to Spinco hereunder will revert to Pluto; (ii) Spinco shall cease all uses of the Pluto Licensed Marks and Spinco shall remove all uses of the Pluto Licensed Marks from or otherwise destroy any materials bearing the Pluto Licensed Marks; and (iii) Spinco shall cooperate with Pluto in the filing of any necessary documents with any Governmental Authorities to reflect the termination of the license or to cancel any registered use or equivalent thereof. Upon written request from Pluto, Spinco shall confirm in writing that it is in compliance with this Section 11.1. (c) With respect to each use of the Spinco Word ▇▇▇▇, upon and after the termination of this Agreement with respect to the Spinco Word ▇▇▇▇: (i) all rights granted to Pluto hereunder will revert to Spinco; (ii) Pluto shall cease all uses of the Spinco Word ▇▇▇▇ and Pluto shall remove all uses of the Spinco Word ▇▇▇▇ from or otherwise destroy any materials bearing the Spinco Word ▇▇▇▇; and (iii) Pluto shall cooperate with Spinco in the filing of any necessary documents with any Governmental Authorities to reflect the termination of the license or to cancel any registered use or equivalent thereof. Upon written request from Spinco, Pluto shall confirm in writing that it is in compliance with this Section 11.1.

Consequences of Termination or Expiration. Upon any expiration or termination of the Agreement (or all of them), the following will occur: (a) all outstanding invoices and amounts owing from Partner to Sun will thereupon become immediately due and payable; (b) Sun will have the right of first refusal to repurchase Products in Partner’s inventory at the lower of net invoice price or the then fair market value, as may be adjusted for any amounts due but unpaid pursuant to Section 3.5(a). If Sun desires to exercise this right, it will do so by written notice. Except in the case of Sun’s termination for material breach, for a period of ninety (90) days from the date of termination or expiration, Partner may sell and/or license under the terms of the Agreement any inventory Sun elects not to repurchase; (c) Sun will have the right to cancel by written notice all or part of any unfulfilled order previously accepted by Sun. To the extent that Sun does not cancel any such order, the Agreement will continue to apply to such order; (d) Partner will immediately return all Sun property under Partner’s control (including without limitation all Sun confidential information, schematics, manuals, Software and Sun business plans) and remove, cancel and/or cease to use the Sun Trademarks, any signs or other advertising materials referring to Sun, or Products or Services or to Partner as an authorized reseller of Sun; and (e) all of Partner’s rights under the Agreement shall immediately cease and Partner shall at no time in the future represent that it is an authorized reseller of Sun or that it is in any way associated with Sun or Products or Services.

Consequences of Termination or Expiration. (a) Upon any termination of this Agreement in accordance with Section 9.2, the Trademark License Agreement, Supply Agreement and Global Brand and Support Agreement shall immediately terminate, and the IPC shall be immediately dissolved and, for the avoidance of doubt, Sections 11.4(b)-(i) of the Global Brand and Support Agreement shall immediately become effective. (b) Expiration or termination of this Agreement, in part or in its entirety, shall be without prejudice to any rights which shall have accrued to the benefit of either Party prior to such expiration or termination. Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination (including, for clarity, any financial obligation that became payable prior to such expiration or termination (which shall be paid by the applicable Party in accordance with the applicable payment terms of this Agreement)). Without limiting the foregoing, the foregoing shall not be construed to limit the Licensee’s obligations under Article III or Appendix I. (c) Upon the termination of this Agreement, the licenses and other grants of rights (and related obligations), together with all sublicenses granted, under this Agreement immediately terminate and the Licensee, its Affiliates and any and all Sublicensees shall immediately cease Development, Manufacture and Commercialization of the Products, except to the extent expressly permitted under another Transaction Document. (d) Upon the expiration or termination of this Agreement, the Recipient shall, and shall instruct any Affiliate or Third Party service provider who is in possession of Confidential Information to, return to the Disclosing Party or destroy all of such Confidential Information (at the election of the Disclosing Party) and, if requested in writing by the Disclosing Party, certify in writing that any destruction requested by the Disclosing Party has taken place. Notwithstanding the foregoing, the Recipient may retain a copy of the Confidential Information to the extent required by applicable Law and may also retain copies of any computer records and files containing any Confidential Information that have been created pursuant to automatic archiving and back-up procedures; provided that the Recipient shall maintain the confidentiality of each of the foregoing.

Consequences of Termination or Expiration. In the event of the expiration or termination of this Agreement for any reason: (a) Customer must pay within thirty (30) days any and all amounts accrued and unpaid prior thereto, plus any related taxes and expenses; (b) if such expiration or termination was due to Customer’s failure to pay Subscription Fees, upon the request of Customer, Supplier may renew this Agreement, subject to payment of all Subscription Fees that would have been paid hereunder had the lapse not occurred; and (c) Supplier shall refrain from deleting Customer’s Data for a period of at least sixty (60) days, after which Customer’s Data may be irretrievably deleted. During such period, and provided that Customer has satisfied all payment obligations hereunder, Supplier may permit Customer to access the SaaS solely to the extent necessary for Customer to retrieve a file of Customer’s Data then in the SaaS environment. Customer represents to Supplier that, in entering into this Agreement, Customer has not relied on the availability of any services, programs or updates after the Term.

Consequences of Termination or Expiration. If the Order Form is terminated or if it expires for whatever reason: (a) any rights to use the Platform shall expire; and (b) Customer is obliged to cease using or attempting to access the Platform via its Customer Account. However, a termination or expiration of the Order Form shall not relieve Customer of the obligation to pay any Subscription Fees or other fees payable to ▇▇▇▇▇ that exist at the effective date of such termination or expiration. Notwithstanding the aforesaid, Customer acknowledges and agrees that ▇▇▇▇▇ has no right or obligation to retain any Data Offerings or other Customer data more than thirty (30) days after termination or expiration of the Order Form and will delete or destroy any Data Offerings or other Customer data in its possession or control thirty (30) days after termination or expiration of the Order Form, unless where Customer or ▇▇▇▇▇ is aware that a statutory obligation requires ▇▇▇▇▇ to retain some of the Data Offerings or other Customer data. In such circumstances, of which Customer or ▇▇▇▇▇ shall inform the other Party in writing prior to or at the time of termination, ▇▇▇▇▇ will destroy this Data Offering or other Customer data as soon as such statutory obligation to retain them expires. For the avoidance of doubt, ▇▇▇▇▇ shall have no right to create Aggregated Data upon the effective date of a termination of the Order Form.

Consequences of Termination or Expiration. Upon the termination or expiration of this Agreement, each party will deliver to the other: (a) all property of the other in its possession or control; and (b) all Confidential Information of the other party, howsoever stored. Upon the termination or expiration of this Agreement the Consultant will cease performing the Services.

Consequences of Termination or Expiration. This portion of the document has been omitted pursuant to a request for confidential treatment and such portion has been filed separately with the U.S. Securities and Exchange Commission. Upon the termination or expiration of this Agreement other than as a result of an intentional breach by ▇▇▇▇, ▇▇▇▇, at its option, may provide Vastera with written notification of Ford's desire to continue its access and use of the Services for an additional twelve-month close down period (the "Termination Transition Period") pursuant to the same terms and conditions set forth in this Agreement. The Parties shall be obligated to maintain the then-current pricing (unless the then-current pricing is not feasible for Vastera to derive a reasonable business profit, in which case the pricing during the Termination Transition Period will be based on Vastera's actual costs plus * markup) for the entire Termination Transition Period. If Ford does not provide Vastera written Termination Transition Period notification within fifteen (15) days from the termination or expiration of this Agreement, then: (a) Each Party shall return to the other Party within a reasonable time all Confidential Information and other property (including intellectual property) of such other Party that it does not have a right to continue to use; and (b) Commencing upon the expiration of this Agreement or upon any notice of termination, and continuing for a period to be agreed upon by the Parties, Vastera will provide to Ford, at the rates set forth in Schedule G, transition assistance reasonably necessary to transition Ford from Services.