Effect of Termination. All Sections above shall survive expiration or any termination of this Agreement for as long as necessary to permit their full discharge. Upon termination of this Agreement, Customer shall, and shall cause the Named User to, cease and desist all use of the Software and the Documentation. Within sixty (60) days of the termination of this Agreement, Customer shall return to Company the Software and Documentation and any and all copies thereof. Customer shall promptly certify in writing to Company that all copies of the Software have been removed from each computer upon which it was installed and that any copies of the Software or Documentation not returned to Company have been destroyed. MISCELLANEOUS COMPLIANCE: Customer shall maintain and make available to Company records sufficient to permit Company or an independent auditor retained by Company to verify, upon ten (10) days’ written notice, Customer’s full compliance with the terms and requirements of this Agreement; provided, that such audit shall be performed during regular business hours. If such verification process reveals any noncompliance by Customer of this Agreement, Customer shall reimburse Company for the costs and expenses of such verification process (including, but not limited to the fees of an independent auditor) incurred by Company and pay Company for any use of the Software beyond the scope of this Agreement, and Customer shall promptly cure any such noncompliance; provided, however, that the obligations under this Section 7.1 do not constitute a waiver of any other rights of Company hereunder. ASSIGNMENT: Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by Customer, in whole or in part, whether voluntary or by operation of law, including by way of sale of assets, merger, consolidation or similar transaction without the prior written consent of Company. Any assignment by Customer without Company’s prior written consent is null and void. Company may assign and delegate its rights and obligations under this Agreement without restriction. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.
Effect of Termination. “Separation Damages”, “Survival” and “General” will survive the termination of this Agreement.
Effect of Termination. With respect to any such Agreement termination or expiration, each party: (a) will immediately cease any use of the other Party’s Confidential Information, (b) will delete any of the other Party’s Confidential Information from its computer storage or any other media to the extent commercially practicable; and (iii) will return to the other Party or, at the other Party’s option, destroy, all copies of the other Party’s Confidential Information. Sunset: Should the Vendor (a) cease further development work for or "end of life" Initial Software, and (b) should the Vendor make commercially available any replacement product or products that contain substantially all of same functionality found in Initial Software ("Replacement Software"), then Customer, at Customer’s sole discretion, shall be entitled to receive an equal quantity of licenses for each such Replacement Software as Customer had rights to the Initial Product at no additional license or Support Services charge, provided that CUSTOMER has purchased Support Services continuously from the commencement date of the license acquisition of the particular unit of Initial Software, until the time the Replacement Software is offered to Customer hereunder. To the extent that Additional Software includes new and substantially different functionality not found in the Initial Software (where such functionality is not specified in the documentation supplied with the Initial Software or made available under the provisions of Support Services) and the Vendor elects and is able through code to prevent the use of only the new and substantially different functionality without in any way degrading the functionality found in the Initial Software, Customer acknowledges that Customer’s right to use such Additional or Replacement Software shall be limited solely to the use of the functionality supplied in the Initial Software and, for the avoidance of doubt, nothing in the foregoing grants Customer a license to use such new and substantially different functionality unless the Vendor is unable through code to prevent the use if only the new and substantially different functionality found in the Initial Software without in any way degrading the functionality found in the Initial Software. Notwithstanding the foregoing, nothing herein shall entitle Customer to receive new Hardware System(s) without payment to the Vendor.
Examples of Effect of Termination in a sentence
Effect of Termination Upon termination of your Administrative Services Agreement and this Business Associate Agreement with Blue Cross and Blue Shield, Blue Cross and Blue Shield will retain all Protected Health Information in its possession in accordance with Blue Cross and Blue Shield’s record retention policies, and will extend the protections of this Business Associate Agreement to the retained Protected Health Information.
The following provisions will survive the expiration or termination of this Agreement: (Definitions), (Services), (Ownership), (Customer Data), (Disclaimers), (Indemnification), (Limitation of Liability), (Confidentiality), (Effect of Termination), and (Miscellaneous).
The respective rights and obligations of Business Associate under Effect of Termination of this Addendum shall survive the termination of this Addendum.
The following terms shall survive termination of this Agreement: Sections 3 (Payments), 5.2 (Evaluation Disclaimer), 6.3 (Survival), 6.4 (Effect of Termination), 7 (Intellectual Property Ownership), 8.6 (Warranty Disclaimer), 9 (Limitation of Liability), 10 (Confidentiality; Data Usage), 11 (Indemnification), and 12 (Miscellaneous).
Sections 2 (Confidentiality and Intellectual Property Ownership), 3.4 (Certification Revocation), 4.3 (Exam Misconduct Policy), 6 (Exam Misconduct and Professional Code of Conduct Violations), 8.5 (Effect of Termination), 9 (Limitation of Liability), 10 (Privacy and Delivery of Certification Information to Third Parties), and 12 (Miscellaneous) will survive any termination of this Agreement.
More Definitions of Effect of Termination
Effect of Termination. With respect to any such Agreement termination or expiration, each party: (a) will immediately cease any use of the other Party’s Confidential Information, (b) will delete any of the other Party’s Confidential Information from its computer storage or any other media to the extent commercially practicable; and (iii) will return to the other Party or, at the other Party’s option, destroy, all copies of the other Party’s Confidential Information.
Effect of Termination. Section 10, “Confidentiality”; Section 11, “Subpoena”, Section 14“General Provisions.”
Effect of Termination. Entire Agreement," "Indemnification," "Liability; Acts Beyond Control," "Notice," "Representations, Warranties and Covenants" and "Severability."
Effect of Termination. At the expiration of such 18 month or 12 month period provided in paragraphs (a) and (b), respectively, of this Section 5 or the scheduled expiration date, whichever is the earlier, this Option shall terminate (and shall no longer be exercisable) and the only rights hereunder shall be those as to which the option was properly exercised before such termination.
Effect of Termination. All payments provided herein shall be adjusted so as not to exceed the amount due for services actually rendered prior to the date of termination. If advance payments have been made for services not provided as of the date of termination, the Contractor shall promptly refund all excess funds paid within thirty (30) days. If additional payments are due from the LME, said payments shall be made only after receipt of final billing and required documentation. All continuing obligations of the Contractor shall remain in effect after termination including, but not limited to, those set forth in the Contract and in the Provider Manual.
Effect of Termination. In the event that IMP exercises its termination right, IMP will (1) redeem all securities previously issued to the New Investor in accordance with this MOU as well as the Management Advances for a cash payment equal to the original cost of such investments, and (2) make a cash payment to the New Investor in an amount equal to the New Investor's reasonable documented out of pocket expenses, plus $500,000.
Effect of Termination the text in the brackets shall be amended by adding the words "of the obligations". As a result the last sentence of Section 12.2 shall be worded as follows: "The parties hereto shall have any and all remedies to enforce such obligations provided at law or equity (including, without limitation, specific performance OF THE OBLIGATIONS)."