Post-Termination Matters Sample Clauses
The "Post-Termination Matters" clause outlines the rights and obligations of the parties that continue or arise after the termination or expiration of an agreement. Typically, this clause specifies which provisions—such as confidentiality, payment of outstanding amounts, or dispute resolution—remain in effect even after the contract ends. By clearly identifying ongoing responsibilities, it ensures that important protections and duties survive the end of the contractual relationship, thereby preventing ambiguity and potential disputes regarding post-termination conduct.
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Post-Termination Matters. In the event of any termination hereunder,
(a) all Services, including licences, if any, granted under this Agreement, shall immediately terminate;
(b) each party shall return and make no further use of any Intellectual Property, documentation and other items (and all copies of them) belonging to the other party;
(c) the accrued rights of the parties as at termination, and the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced;
(d) Zebrapals will notify Customer in writing that Customer must remove all of its Products from Zebrapals’ facility within fifteen (15) Business Days, at the Customer’s sole expense. If Customer does not remove all of the Products then those Products shall be deemed “abandoned” and Zebrapals shall be entitled to dispose of the Products without being liable to the Customer in any way, and charge the cost for the disposal ofthe Products to Customer;
(e) the amounts due under this Agreement, any Work Order(s) or Invoices will remain due and payable in accordance with the terms of this Agreement based on services rendered and purchases made through the date of termination. Accordingly, post-termination payments basedon those services shall be due in accordance with Agreement.
Post-Termination Matters. Without limitation of the Manager’s indemnity obligations under Section 4.6, the Manager, at its sole cost and expense, will be responsible for, and must promptly resolve, any further obligations of the Company or any Ownership Entity that may exist or arise following, and notwithstanding, the winding up and termination of the Company pursuant to the foregoing provisions of this Article IX; provided, however, that in no event will the Company be reconstituted or revived without the express prior written consent of the Initial Member. In furtherance of and with respect to performance of its obligations under this Section 9.4, the Manager has caused the Company, in connection with execution and delivery of this Agreement, to appoint the Private Owner (including any applicable officer or agent thereof, with full power of substitution) as the Company’s continuing representative for resolving any such post-termination matters and performing any such post-termination obligations pursuant to a power of attorney (the “Post-Termination LPOA”), which Post-Termination LPOA will be in the form attached to this Agreement as Exhibit G (or such other form as agreed by the Manager, the Private Owner, and the Initial Member), and which Post-Termination LPOA will be irrevocable and coupled with an interest and will survive the termination of the Company.
Post-Termination Matters. If the University and the Associate agree that any services are to be performed for the Project by the Associate after any termination date, the amount of any compensation and the method and terms of payment of such compensation or any Reimbursable Expenses related to such services shall be negotiated and set forth in an amendment to this Agreement in accordance with Subparagraph 9.5.2 prior to the commencement of such services. Such amendment and any relevant provisions of this Agreement shall survive termination of this Agreement.
Post-Termination Matters. Notwithstanding termination of this Agreement, SelectCare shall continue to have access to the records maintained by Provider in accordance with Section 8.1 for a period of ten (10) years from the date of the provision of the Covered Services to Members to which the records refer for purposes consistent with their rights, duties and obligations under this Agreement. After the effective date of termination, this Agreement shall be deemed to remain in effect for the resolution of all matters unresolved at that date. Termination of this Agreement shall not affect the rights, obligations and liabilities of the parties arising out of the transactions occurring prior to termination. The provisions of this Section 12.7 shall survive the termination of this Agreement for the period of time required by State and federal law.
Post-Termination Matters. Notwithstanding termination of this Agreement, HPN and Payer shall continue to have access to the records maintained by Provider in accordance with Section 9.1 for a period of six (6) years from the date of the provision of the Covered Services to Members to which the records refer for purposes consistent with their rights, duties and obligations under this Agreement and Payer Agreement. After the effective date of termination, this Agreement shall be deemed to remain in effect for the resolution of all matters unresolved at that date. Termination of this Agreement shall not affect the rights, obligations and liabilities of the parties arising out of the transactions occurring prior to termination. The provisions of this Section 13.7 shall survive the termination of this Agreement for the period of time required by State and federal law.
Post-Termination Matters. If the City and the Architect/Engineer agree that any services are to be performed for the Project by the Architect/Engineer after any termination date, the amount of any compensation and the method and terms of payment of such compensation or any Reimbursable Expenses related to such services shall be negotiated and set forth in an amendment to this Agreement in accordance with Subparagraph 9.5.2 prior to the commencement of such services. Such amendment and any relevant provisions of this Agreement shall survive termination of this Agreement.
Post-Termination Matters. .1 If the Owner and the A/E agree that any services are to be performed for the Project by the A/E after any termination date, the amount of any compensation and the method and terms of payment of such compensation or any Reimbursable Expenses related to such services shall be negotiated and set forth in an amendment to this Agreement, in accordance with subparagraph 9.6.2, prior to the commencement of such services.
.2 Such amendment and any relevant provisions of this Agreement shall survive termination of this Agreement.
Post-Termination Matters. For the period commencing immediately after Executive’s Termination of Employment for any reason other than Cause, death or disability, and ending on the fifth anniversary of the Termination Date or such earlier date that Executive engages in any activity that would violate Article IX of this Agreement if such Article were then in effect (such period, the “Post-Termination Period”), Executive shall not be entitled to membership on the Board of Directors of the Company, but will attend Board meetings as requested by the Board or the then-Chairman of the Board. Executive also agrees to attend civic, charitable and corporate events as a representative of the Company, serve on civic and charitable boards as a representative of the Company, and represent the Company at industry and trade association events, each as mutually agreed by the Company and Executive. . In addition, Executive shall, at the reasonable request of the then Chairman of the Board or the then-Chief Executive Officer, provide advice and counseling on energy policy issues or strategy at times and places mutually agreed by Executive and the Company. During the Post-Termination Period, the Company shall provide Executive (a) an office of a size and with furnishings and other appointments as are suitable for such position, located in a Class A office building in downtown Chicago, or at such other location as is reasonably acceptable to Executive, and (b) a personal secretary reasonably acceptable to Executive which secretary is provided substantially similar compensation and benefits to that typically associated with full-time senior executive assistants at the Company. The provision of such office and personal secretary shall be without charge to Executive, provided that the Company shall promptly advise Executive on or after the Termination Date of the portion, if any, of the cost of such office and personal secretary that is taxable to Executive.
Post-Termination Matters. (a) Upon any termination of this Agreement, Licensee shall have no further obligation to provide to Programmer any broadcast time or broadcast transmission facilities. Upon any termination, Programmer shall be responsible for all debts and obligations of Programmer to third parties based upon the purchase of air time on the Stations and the use of Licensee's transmission facilities relating to the Stations, including, without limitation, accounts payable; provided, however, that Licensee will assume Trade Agreements to the extent the aggregate value (at current rates for time on the Stations as of the date of such termination or expiration) of unfilled obligations of the Programmer under any Trade Agreements entered into by Programmer on or after the TBA Commencement Date does not exceed the aggregate reasonable fair market value of any consideration yet to be received in exchange for the provision of time on the Stations by more than Seven Thousand Five Hundred Dollars ($7,500.00). Notwithstanding anything herein to the contrary, to the extent that any invoice, ▇▇▇▇ or statement submitted to Licensee after the termination of this Agreement or any payment made by Programmer prior to the termination of this Agreement relates to expenses incurred in operating the Stations, for periods both before and after the termination of this Agreement, such expenses shall be prorated between Licensee and Programmer in accordance with the principle that Programmer shall be responsible for expenses allocable to the period prior to the termination of this Agreement and Licensee shall be responsible for expenses allocable to the period on and after the termination of this Agreement. Each party agrees to reimburse the other party for expenses paid by the other party to the extent appropriate to implement the proration of expenses pursuant to the preceding sentence.
(b) If this Agreement terminates other than as a result of the Closing (as defined in the APA), Programmer shall (i) assign to Licensee and Licensee shall assume all orders and agreements for the sale of advertising time on any of the Stations for cash and all trade, barter and similar agreements for the sale of advertising time on any of the Stations other than for cash and all such orders and agreements for advertising time entered into in the ordinary course of business during the Term and all other contracts and other agreements with respect to the Stations that Programmer has entered into, in the ordinary cou...
Post-Termination Matters. If the School District Board and the Architect agree that any services are to be performed for the Project by the Architect after any termination date, the amount of any compensation and the method and terms of payment of such compensation related to such services shall be negotiated and set forth in an amendment to this Agreement in accordance with Subparagraph 9.5.2 prior to the commencement of such services. Such amendment and any relevant obligations to be performed by the Architect under this Agreement will survive termination of this Agreement.