Common use of Post-Termination Actions Clause in Contracts

Post-Termination Actions. The following provisions apply to this Exhibit generally (in the event of termination in its totality) and to the Company’s activities in particular locations only (in the event of termination of Company’s authorization to act in a given location). Upon termination: (a) Company will immediately cease and desist from marketing or distributing Products and Services under authority from Sun, and will (i) return or, if agreed to by Sun, destroy all tools, materials and other Sun property provided to Company, at Company’s expense, within thirty (30) days, (ii) immediately pay all amounts due and owing, and (iii) promptly notify Sun of the Products in Company’s inventory, as well as the net invoice price and an estimate of the then fair market value of such inventory; (b) Sun will have the right of first refusal to repurchase Products in Company’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 9.3(a)(ii). Sun may exercise this right by providing Company with written notice of its election to do so within fifteen (15) days following the date that Company complies with section 9.3(a)(iii). Except where termination is by Sun for breach, and subject to the terms and obligations of this Agreement, during the ninety (90) day period following termination, Company may sell and/or license under the terms of this Exhibit any products that Sun does not elect 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 terms of this Agreement shall apply to it.

Post-Termination Actions. The following provisions apply to this Exhibit generally (in the event of termination in its totality) and to the Company’s 's activities in particular locations only (in the event of termination of Company’s 's authorization to act in a given location). Upon termination: (a) Company will immediately cease and desist from marketing or distributing Products and Services under authority from Sun, and will (iI) return or, if agreed to by Sun, destroy all 15Jan20021CF (b) tools, materials and other Sun property provided to Company, at Company’s 's expense, within thirty (30) days, (ii) immediately pay all amounts due and owing, and (iii) promptly notify Sun of the Products in Company’s 's inventory, as well as the net invoice price and an estimate of the then fair market value of such inventory; (b) ; Sun will have the right of first refusal to repurchase Products in Company’s '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 9.3(a)(ii9.3 (a) (i i). Sun may exercise this right by providing Company with written notice of its election to do so within fifteen (15) days following the date that Company complies with section 9.3(a)(iii). Except where termination is by Sun for breach, and subject to the terms and obligations of this Agreement, during the ninety (90) day period following termination, Company may sell and/or license under the terms of this Exhibit any products that Sun does not elect 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 terms of this Agreement shall apply to it.