Post-Closing Termination Sample Clauses
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Post-Closing Termination. In the event of the termination of this Agreement pursuant to Section 16.2 or expiration of this Agreement, this entire Agreement will forthwith become void with the exception of Sections 2.2.4, 3.4.1 (only the fourth sentence), 3.4.2, 5.6.2-.4, 6.1.5, 6.4, 9.4-9.9, 10.1, 16.3.1, 16.3.3-.4, and this Section 16.3.2 and Articles 1, 7, 8,13, 14 and 17, and any other provisions which, by their nature, are intended to survive, each of which will survive such termination or expiration and remain valid and binding obligations of the Parties. In addition:
(i) LANTHEUS Breach or Termination for Convenience. In the event that, (i) subject to the exhaustion of the Escalation Procedure, POINT terminates this Agreement for LANTHEUS’ breach under Section 16.2.3 or (ii) LANTHEUS terminates this Agreement for convenience under Section 16.2.2, all licenses and rights granted by a Party to the other Party hereunder with respect to the applicable country or countries in the Territory, will terminate.
(ii) POINT Insolvency. Subject to the exhaustion of the Escalation Procedure, in the event that LANTHEUS terminates this Agreement for POINT’s Insolvency Event, all licenses and rights granted by POINT will survive solely for the period in which such rights and licenses would have been in effect had the Insolvency Event not occurred.
Post-Closing Termination. This Agreement may be terminated at any time after the Closing by mutual written consent of Biogen Idec and Elan. If this Agreement is terminated pursuant to this Section 13.2, the following Sections shall survive such termination, as well as any other Sections or defined terms referred to in such Sections or necessary to give such Sections effect: Section 3.11(a), Section 3.11(d), Section 3.11(e), Section 3.11(h), Sections 4.2 through 4.5 (with respect to payments accrued during the Term), Section 8.7, Section 9.6, Section 12 (other than Section 12.5), this Section 13.2, Section 13.3, Section 16 and Section 17. Furthermore, any other provisions required to interpret the Parties’ rights and obligations under this Agreement shall survive to the extent required.
Post-Closing Termination. If this Agreement is validly terminated after Closing, then the following shall apply:
(i) If such termination is pursuant to Section 7.1.3 (Seller Material Breach; Seller Material Adverse Effect Update), Section 7.1.9 (Seller Bankruptcy) or Section 7.1.12 (Performance Security Default), then Purchaser may pursue any rights and remedies available to it in under this Agreement or otherwise available at law or in equity.
(ii) If such termination is pursuant to Section 7.1.7 (Outside Substantial Completion Date), then Seller shall be obligated to pay Purchaser a termination payment in an amount equal to Purchaser’s post-termination costs in developing, installing, constructing, commissioning, testing and completing the Project.
(iii) If such termination is pursuant to Section 7.1.4 (Purchaser Material Breach), or Section 7.1.8 (Purchaser Bankruptcy), then Seller may pursue any rights and remedies available to it under this Agreement or otherwise available at law or in equity.
(iv) In no event will a termination of this Agreement that is subject to this Section 7.2.2(e) result in an unwinding of the Closing.
Post-Closing Termination. Any provisions of this Agreement that, pursuant to Section 9.01 hereof, survive the Closing may be terminated only after the Closing by mutual written agreement of Cox and AT&T.
Post-Closing Termination. This Agreement may be terminated at any time after the Closing Date by the mutual written consent of AIG, AHAC and TRH.
Post-Closing Termination. (1) Unless earlier terminated by mutual agreement of the parties or as otherwise provided in this Section 11.2, sections 2, 3, 5, 8, 9.3, 9.7,11,12,13, and 14 of this Agreement shall remain in effect for a period of FIVE (5) YEARS from the date first set forth above. However, if after the aforementioned five-year period, Spectranetics continues to practice under the rights obtained in one or more of the patents acquired by or licensed through to Spectranetics in connection with this Agreement (i.e., such that Spectranetics' actions would otherwise have been deemed a legally infringing activity of such rights), then this Agreement shall remain in effect until the last of such patents actually practiced by Spectranetics expires and Spectranetics will continue to make the associated royalty payments pursuant to Section 3.3 above.
(2) Further, this Agreement may be earlier terminated, at the option of the non-breaching party, if the other party commits a material breach, and such breach is not cured within sixty (60) days after notice thereof has been given by the non-breaching party to the breaching party.
Post-Closing Termination. If the Closing occurs, this Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the Parties thereunder shall terminate without any further liability on the part of any Party in respect thereof, upon the earlier to occur of (i) the mutual written agreement of the Parties to effect such termination and (ii) three (3) months following the date on which Investor (or its successors or permitted assigns) ceases to hold any Shares; provided that nothing herein will relieve any Party from liability for any willful breach hereof prior to the time of termination, and each Party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such willful breach. Notwithstanding the foregoing, Section 1 (Definitions), Section 6(a) (Confidentiality), this Section 9 (Termination), Section 10 (Miscellaneous), and Section 11 (Non-Reliance and Exculpation) shall survive the termination of this Agreement under this Section 9(b).
Post-Closing Termination. Articles I and II and Section 4.14 of this Agreement, except for Sections 2.1(d) and 2.2 hereof, shall terminate on an initial Public Offering.
Post-Closing Termination. If (a) Salus fails to execute a valid release of the security interest referred to in Section 5.2, as well as any other liens, pledges, or other encumbrances it holds in the IP (the “Release”) or Seller fails to record the Release with the U.S. Patent & Trademark Office, in either case on or before July 31, 2013; or (b) Buyer demonstrates to Seller that Seller has failed to renew or otherwise maintain in effect trademark registrations listed on Schedule I in the jurisdictions listed on Schedule 7.3 and such failure has a material and adverse effect on the value of the IP, then (in the case of (a) or (b)) Buyer may, by notice to Seller on or before July 31, 2013, terminate this Agreement. In the event that this Agreement is terminated pursuant to this Section 7.1, (i) Seller shall return the Note (marked cancelled) to Buyer and pay to Buyer an amount equal to the aggregate amount of any payments received by Seller under the Note, (ii) Buyer shall assign, transfer, convey and grant to Seller the IP and all other things transferred by Seller to Buyer pursuant to this Agreement in the condition in which they were transferred to Buyer, free and clear of all liens, pledges, security interests and other encumbrances created by or through Buyer or during the period of its ownership (and Section 2.4, with references to Seller and Buyer being references to Buyer and Seller, respectively, shall apply mutatis mutandis) and (iii) this Agreement shall terminate without any liability or further obligation of any party to another, except for Sections 8 and 9 (other than Section 9.10 and 9.11, which shall terminate), and this Section 7.1, which shall survive termination. Buyer’s right of termination pursuant to this Section shall be its sole and exclusive remedy for any failure to execute or record the Release or any failure of trademark registrations to have been renewed or maintained in effect.
Post-Closing Termination. Following the Closing, if the Company breaches any obligation under the Registration Rights Agreement, including the occurrence of an Event (as defined in the Registration Rights Agreement), Purchaser may by written notice to the Company, in addition to any remedies available to Purchaser under the Registration Rights Agreement, terminate this Agreement.