Effect of Certain Terminations. In the event of termination of this Agreement pursuant to Article VII, written notice thereof shall be given to the other party or parties, specifying the provision of this Agreement pursuant to which such termination is made, and this Agreement, except for the last sentence of Section 5.2, Section 5.5, Section 5.6, Article VII and Article VIII, shall forthwith become null and void and there shall be no liability on the part of any party to this Agreement and all rights and obligations of the parties hereto under this Agreement shall terminate, except for the last sentence of Section 5.2 and the provisions of Section 5.5, Section 5.6, Article VII and Article VIII shall survive such termination; provided that nothing herein shall relieve any party hereto from any liability for any intentional or willful and material breach by such party of any of its representations, warranties, covenants or agreements set forth in this Agreement and all rights and remedies of a nonbreaching party under this Agreement in the case of such intentional or willful and material breach, at law or in equity, shall be preserved.
Effect of Certain Terminations. In the event of termination of this Agreement pursuant to Article VII, written notice thereof shall be given to the other party or parties, specifying the provision of this Agreement pursuant to which such termination is made, and this Agreement, except for the last sentence of Section 5.2 and the provisions of Section 5.5, Section 5.6, Article VII and Article VIII, shall forthwith become null and void and there shall be no liability on the part of any party to this Agreement and all rights and obligations of the parties hereto under this Agreement shall terminate, except for the last sentence of Section 5.2 and the provisions of Section 5.5, Section 5.6, Article VII and Article VIII shall survive such termination; except that nothing herein shall relieve any party hereto from any liability for any intentional or willful and material breach by such party of any of its representations, warranties, covenants or agreements set forth in this Agreement and all rights and remedies of a nonbreaching party under this Agreement in the case of such intentional or willful and material breach, at law or in equity, shall be preserved.
Effect of Certain Terminations. Upon termination of the Executive's employment for reasons other than due to death, disability, or pursuant to Paragraph A of this Section, or upon Executive's resignation, the Period of Employment and the Company's obligation to make payments under this Agreement will cease as of the date of termination except as expressly defined in this Agreement. Executive shall have the right to voluntarily terminate this Agreement, other than for Good Reason or in conjunction with a Change in Control, upon two weeks' prior notice to the Company. If Executive voluntarily terminates his employment with the Company, (i) Executive shall be entitled to receive his Base Salary prorated through the date of Executive's voluntary termination, and (ii) Executive shall be entitled to his accrued benefits under the terms of the plans, policies and procedures of the Company.
Effect of Certain Terminations. Notwithstanding Section 3 hereof, Employee shall not be entitled to receive, and the Successor shall have no obligation to pay, the Severance Amount if, during the Transition Period:
Effect of Certain Terminations. In the event of termination of this Agreement pursuant to this Article VIII, all rights and obligations of the Parties under this Agreement shall terminate, except the provisions of Section 5.2(b), the last two sentences of Section 5.4, Section 5.7, the last sentence of Section 5.16, this Section 8.2 and Article IX shall survive such termination; provided, however, that nothing herein shall relieve any Party from any liability for any intentional or willful breach by such Party of any of its representations, warranties, covenants or agreements set forth in this Agreement and all rights and remedies of a non-breaching Party under this Agreement in the case of such intentional or willful breach, at law or in equity, shall be preserved.
Effect of Certain Terminations. Upon termination of this Agreement by Bayer pursuant to Section 9.2 or 9.4 or by Aegerion pursuant to Section 9.3, or with respect to each applicable product and country as to which termination occurs pursuant to Section 9.2 (the rights and obligations of the Parties as to the remaining products and countries in which termination under Section 9.2 has not occurred, being unaffected by such termination), all rights and licenses granted to Aegerion in Section 2 shall terminate with respect to each such terminated product and country, with all rights of Aegerion under Bayer Patent Rights for each such terminated product and country reverting to Bayer, and Section 2.2(b) shall apply to all Sublicensees in each such terminated country for each such terminated product. Further, upon any such termination and at Bayer’s reasonable request, on a country-by-country and product-by-product basis, Aegerion shall grant to Bayer a license to use, and shall provide to Bayer a copy of, all regulatory approvals, data, filings and correspondence (including DMFs) then in Aegerion’s Control relating to such product and applicable to such country, but only for the continued development and commercialization of such product in such country, and provided that (i) all such information shall be treated as Confidential Information of Aegerion hereunder, (ii) such license and use shall be subject to any rights of any Sublicensees that survive any such termination as contemplated by Section 2.2(b) and this Section 9 (including, if such Sublicensee is an exclusive sublicensee for such product in such country, then there shall not be any such license nor any provision of such information by Aegerion but such Sublicensee shall agree to be bound to Bayer in place of Aegerion for purposes of this sentence), and (iii) if such termination occurs after Aegerion or any of its Affiliates or Sublicensees has filed for an NDA or its foreign equivalent or has obtained regulatory approval or has made a First Commercial Sale for such product in such country, then Bayer shall pay to Aegerion commercially reasonable royalties in an amount to be agreed to by the Parties on sales of such product in such country to reflect the investment in and value contributed by Aegerion and its Affiliates and Sublicensees to the development and commercialization of such product.
Effect of Certain Terminations. In the event of termination of this Agreement pursuant to this ARTICLE X, all rights and obligations of the Parties under this Agreement shall terminate, except the provisions of Section 6.5, Section 6.6, this ARTICLE X and ARTICLE XI shall survive such termination; provided, however, that nothing herein shall relieve any Party from any liability for any intentional or willful and material breach by such Party of any of its representations, warranties, covenants or agreements set forth in this Agreement and all rights and remedies of a non-breaching Party under this Agreement in the case of such intentional or willful and material breach, at law or in equity, shall be preserved notwithstanding termination of this Agreement pursuant to this ARTICLE X.
Effect of Certain Terminations. Upon termination of the Executive's employment for reasons other than due to death, disability, or pursuant to Paragraph A of this Section or Section XI, or upon Executive's resignation (other than for Good Reason or in connection with a Change in Control), the Period of Employment and the Company's obligation to make payments under this Agreement will cease as of the date of the termination except as expressly defined in this Agreement.
Effect of Certain Terminations. (a) In the event of termination of this Agreement pursuant to Article VIII, all rights and obligations of the parties hereto under this Agreement shall terminate, except the provisions of Section 5.2(b), Section 5.8, Section 5.9, Article VIII and Article IX shall survive such termination; provided that nothing herein shall relieve any party hereto from any liability for any intentional or willful and material breach by such party of any of its representations, warranties, covenants or agreements set forth in this Agreement and all rights and remedies of a nonbreaching party under this Agreement in the case of such intentional or willful and material breach, at law or in equity, shall be preserved. Except to the extent otherwise provided in the immediately preceding sentence and Section 8.7 and 8.8, the MLP Parties and the Buyer Parties agree that, if this Agreement has been terminated, any amount payable pursuant to this Section 8.5 shall be the sole and exclusive remedy of the parties hereto.
Effect of Certain Terminations. Upon the termination of this Agreement by Reata pursuant to Section 15.2, by Kyowa Kirin pursuant to Section 15.3 or by Reata for breach or insolvency by Kyowa Kirin pursuant to Section 15.4, the following provisions of this Section 15.8 will apply (in addition to the provisions of Section 15.6). To the extent any such early termination concerns only a specific country or countries, the following shall apply solely with respect to such country(ies) and the Agreement shall otherwise remain in effect in accordance with its terms for all non-terminated countries:
