Orderly Wind Down Sample Clauses

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Orderly Wind Down. Upon any termination, the Parties will use Commercially Reasonable Efforts to cooperate in the orderly wind down of operations of Powerwave, taking into account Powerwave’s need to avoid interruption of supply. Upon termination of this Agreement, Powerwave shall pay Supplier, termination charges up through the effective date of termination in an amount equal to Powerwave’s liability under Section 4 hereof, subject to any offsets based upon a termination due to Supplier’s breach. Upon termination of this Agreement, Supplier agrees to meet in good faith with Powerwave to create and execute a transition plan which will include: (i) a transfer of all Materials to Powerwave at a price equal to the purchase price of the Materials less Supplier’s markup; (ii) a transfer of all tooling and equipment bought specifically for Powerwave’s Product at a price equal to the purchase price of the equipment/tooling, less depreciation; and (iii) transfer of all Powerwave’s Furnished Items; (iv) a schedule to complete the remaining Orders; and (v) a transfer of any Products at an agreed upon price; (vi) any other items to be agreed upon between the Parties. Supplier shall also provide Powerwave with access to any relevant designs and other documentation concerning the Products. Subject to Supplier’s confidentiality obligations and security requirements, Powerwave may audit Supplier during the winding down of operations.
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Orderly Wind Down. Upon any termination, the Parties will use Best Efforts to cooperate in the orderly wind down of operations of CUSTOMER, taking into account CUSTOMER’s need to avoid interruption of supply. Upon termination of this Agreement due to SANMINA-SCI’s material breach, SANMINA-SCI agrees to meet in good faith with CUSTOMER to create and execute a transition plan which will include: (i) a transfer of all Materials to CUSTOMER at a price equal to the purchase price of the Materials; (ii) a transfer of all tooling and equipment bought specifically for CUSTOMER’s Product at a price equal to the purchase price of the equipment/tooling, less depreciation; and (iii) transfer of all CUSTOMER’s Furnished Items; (iv) a schedule to complete the remaining Orders; and (v) any other items to be agreed upon between the Parties. Subject to SANMINA-SCI’s confidentiality obligations and security requirements, CUSTOMER may audit SANMINA-SCI during the winding down of operations.
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Orderly Wind Down. For clarity, following any early termination neither Party may submit or resubmit any Drug Application for a Licensed Product containing any of the other Party’s Single Agents, following such termination, except if, and to the extent, this Agreement or any other written agreement between the Parties expressly provides that a Party may otherwise do so. Upon early termination, the Parties shall coordinate in good faith to wind down Development, Manufacturing, and Commercialization activities under this Agreement relating to any Licensed Products ongoing at the effective date of such termination, including with respect to the appropriate disposition of any quantities of Licensed Products in inventory, the withdrawal of any Licensed Product from the market, the disposition of any Regulatory Approvals or other regulatory documentation pertaining to any Licensed Products, and a final reconciliation of all payments due under this Agreement. Where any clinical trial of any Licensed Product has been initiated prior to termination, the Parties shall reasonably cooperate in such wind-down activities to include continued support of such clinical trial (solely as deemed necessary by the JSC based on reasonable medical judgment to protect the safety, health or welfare of subjects participating in the relevant clinical trials), until such point as the trial is completed or, if earlier, the JSC determines that it is ethical to terminate such trial or otherwise cease supporting it.
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Related to Orderly Wind Down

  • Wind Down (a) Upon the dissolution of the Company, the Company shall be liquidated in accordance with this Article and the Act. The liquidation shall be conducted and supervised by the Members in the same manner provided by Article 6 with respect to the operation of the Company during its term. (b) From and after the date on which an event set forth in Section 8.2 becomes effective, the Company shall cease to make Investments after that date, except for (i) Investments which the Company was committed to make in whole or in part (as evidenced by a binding commitment letter, term sheet or letter of intent, or definitive legal documents under which less than all advances have been made) on or before such effective date, and (ii) at the election of all Members within three (3) business days after receipt by the Members of written notice of the availability of such election from any Member, any Investment in a Portfolio Company in which the Company then has an Investment. Capital calls against the Capital Commitment of the Members shall cease from and after such effective date of dissolution; provided that capital calls against the Capital Commitment of the Members may continue to fund the allocable share of Investments in which the Company continues to participate (as set forth in the immediately preceding sentence), Expenses and all other obligations of the Company including, for the avoidance of doubt, protective advances required under the Investments. Subject to the foregoing, the Members shall continue to bear an allocable share of Expenses and other obligations of the Company until all Investments in which the Company participates are repaid or otherwise disposed of in the normal course of the Company’s activities. (c) Distributions to the Members during the winding down of the Company shall be made no less frequently than quarterly to the extent consisting of a Member’s allocable share of cash and cash equivalents, after taking into account reasonable reserves deemed appropriate by Manager Approval, to fund Investments in which the Company continues to participate (as set forth in the immediately preceding paragraph), Expenses and all other obligations (including without limitation contingent obligations) of the Company. Unless waived by Manager Approval, the Company also may withhold ten percent (10%) of distributions in any calendar year, which withheld amount shall be distributed within sixty (60) days after the completion of the annual audit covering such year. A Member shall remain a member of the Company until all Investments in which the Company participates are repaid or otherwise disposed of, the Member’s allocable share of all Expenses and all other obligations (including without limitation contingent obligations) of the Company are paid, and all distributions are made hereunder, at which time the Member shall have no further rights under this Agreement. (d) Upon dissolution of the Company, final allocations of all items of Company Profit and Loss shall be made in accordance with Section 4.2. Upon dissolution of the Company, the assets of the Company shall be applied in the following order of priority: (i) To creditors (other than Members) in satisfaction of liabilities of the Company (whether by payment or by the making of reasonable provision for payment thereof), including to establish any reasonable reserves which the Board may, in its reasonable judgment, deem necessary or advisable for any contingent, conditional or unmatured liability of the Company; (ii) To establish any reserves which the Board may, in its reasonable judgment, deem necessary or advisable for any contingent, conditional or unmatured liability of the Company to Members; and (iii) The balance, if any, to the Members in accordance with their respective positive Capital Account balances. (e) In the event that an audit or reconciliation relating to the fiscal year in which a Member receives a distribution under this Section 8.3 reveals that such Member received a distribution in excess of that to which such Member was entitled, each of the other Members may, in its discretion, seek repayment of such distribution to the extent that such distribution exceeded what was due to such Member. (f) Each Member shall be furnished with a statement prepared by the Company’s accountant, which shall set forth the assets and liabilities of the Company as at the date of complete liquidation, and each Member’s share thereof. Upon compliance with the distribution plan set forth in this Section 8.3, the Members shall cease to be such, and any Member may execute, acknowledge and cause to be filed a certificate of cancellation of the Company.

  • Sell-Off Period Notwithstanding expiration or termination of this Agreement, Fig may continue to exercise its rights under the Distribution License for a period of sixty (60) days following expiration or termination, whereupon Fig shall exercise reasonable efforts to terminate any Fig Sales, and to cause any Distributor of Fig to terminate any such sales. Fig shall exercise reasonable efforts to remove or cause any Distributor of Fig to remove from publication or display any advertising relating to the Licensed Game posted by Fig or any such Distributor within the Sell-Off Period.

  • Sales During Pre-Settlement Period Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

  • Commercial Price List Reductions Where NYS Net Prices are based on a discount from Contractor’s list prices, price decreases shall take effect automatically during the Contract term and apply to Purchase Orders submitted on or after the date Contractor lowers its pricing to its customers generally or to similarly situated government customers during the Contract term; or

  • When Your Coverage Ends Coverage under this plan is guaranteed renewable. It can only be canceled by us for the following reasons: • if you leave your place of employment; • if you decide to discontinue coverage. Inform your employer prior to the requested date of cancellation and your employer will notify us. If we do not receive your notice prior to the requested date of cancellation, you or your employer may be responsible for paying another month’s premium; • if the required premium is not paid within one month of the due date. We will mail you a notice of discontinuance along with information about enrolling in an individual healthcare plan; • if you or a covered dependent no longer qualifies as an eligible person; • if we no longer offer this type of coverage; • if your employer contracts with another insurer or entity to provide or administer benefits for the covered healthcare services provided by this agreement; • if fraud is determined by us. See Rescission of Coverage section below for additional details; If your healthcare coverage is terminated for one of the reasons listed above, we will send you a termination notice thirty (30) days before the termination date. The notice will indicate the reason why your healthcare coverage has ended. When your coverage ends, you may apply for individual healthcare coverage directly from BCBSRI or through HSRI. You must meet the eligibility requirements and we must receive required enrollment information within sixty (60) days from the date your group coverage ended along with required premium. If you do not reside in Rhode Island, you are not eligible to enroll in an individual plan from BCBSRI or HSRI. You may be able to obtain coverage through an insurance company in the state in which you reside. Rescission is a cancellation or discontinuance of coverage that has a retroactive effect. A cancellation is not a rescission if it: • only has a prospective effect (as described above); or • is due to non-payment of premiums, which can have a retroactive cancellation effect. We may rescind your coverage if you or your dependents commit fraud. Fraud includes, but is not limited to, intentional misuse of your identification card (ID card) or intentional misrepresentation of a material fact. Any benefit paid in the past will be voided. You will be responsible to reimburse us for all costs and claims paid by us. We must provide you a written notice of a rescission at least thirty (30) days in advance. Except for non-payment, we will not contest this policy after it has been in force for a period of two (2) years from the later of the effective date of this agreement or the latest reinstatement date.