General Effect of Termination. (a) Except where explicitly provided elsewhere herein, termination of this Agreement for any reason, or expiration of this Agreement, will not affect: (i) obligations which have accrued as of the date of termination or expiration, and (ii) obligations and rights which, expressly or from the context thereof, are intended to survive termination or expiration of this Agreement. Without limitation, the following shall survive termination either indefinitely or for the period so stated: Section 2.9 (for the limited purposes of completing a Testing Request with respect to a Development Candidate after the Research Termination Date) and Articles III, V, VI, VII, VIII, IX, XI and XII.
General Effect of Termination. Upon any termination of this Agreement under this Section 11, the parties shall have no further rights or obligations hereunder except as specifically provided in Sections 11.2 and 11.4; provided, however, that (i) such termination shall not relieve the parties of any obligation accruing prior to such termination, and any debt, due royalties or due payments incurred before the date of termination of this Agreement shall survive such termination; (ii) such termination shall not relieve Inverness of its obligation to pay the license fee set forth in Section 0, and (iii) the provisions of Sections 0, 0 and 13 shall survive the termination of this Agreement.
General Effect of Termination. (a) If this Agreement is terminated pursuant to Section 12.01 hereof, (i) such termination shall be without liability of any party, or any stockholder, director, officer or employee of such party, to any other party to this Agreement, and (ii) this Agreement shall thereafter become void and have no effect, except as otherwise set forth in this Agreement.
General Effect of Termination. (A) The termination of this Agreement for any reason, or expiration of this Agreement, will not affect obligations which have accrued as of the date of termination or expiration, and obligations and rights under the following Sections, each of which shall survive any expiration or termination: Sections 2.5.2, 3.1.1 (solely for payment for milestones completed within [*****************] of such expiration), 3.3, 9.5 and 9.6 and Articles IV, V, VI, VII, VIII, X and XI.
General Effect of Termination. In the event of a valid termination of this Agreement as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no Liability or obligation on the part of Buyer or Sellers, or their respective Affiliates or Representatives (except 36 that if Eight Hundred and Seventy-Five Million U.S. Dollars ($875,000,000) has been deposited in the Escrow Account at the time of a termination of this Agreement, the covenants and other agreements of Sellers and Buyer made in Sections 5.8 and 5.9 and in the last sentence of Section 5.3 shall survive termination of this Agreement and remain in full force and effect until the time of the MLA Release and become void only from such time, and any reference in this Agreement to the termination of this Agreement shall, in respect of the covenants and other agreements of Sellers and Buyer made in Sections 5.8 and 5.9 and in the last sentence of Section 5.3, instead be a reference to the time of the MLA Release); provided, however, that if the Sold Shares Closing shall have occurred before such termination, all representations, warranties, covenants and other agreements of Sellers and Buyer in respect of the Sold Shares (including, for certainty, the payment obligations of Buyer or Buyer’s transferee, as applicable, under Subsections 2.3(d) and 2.3(e)) shall survive the termination to the same extent as would have occurred pursuant to Section 7.1 if the Closing had taken place, together with Sellers’ and Buyer’s obligations pursuant to Sections 7.2 and 7.3, respectively, in respect thereof (together with the provisions of Section 7.4 that shall be necessary to give effect thereto), except, that, in the event of such a termination of this Agreement after the Sold Shares Closing, with respect to claims by Buyer Indemnified Parties or Seller Indemnified Parties for indemnification pursuant to Sections 7.2 and 7.3, respectively, with respect to Losses or Third Party Claims relating solely to the Sold Shares, the Indemnification Cap shall instead be equal to the Share Consideration; provided, further, that (except as set forth in Section 8.2(c)) Buyer and Sellers shall each remain liable for any breaches of covenants under this Agreement prior to its termination and for any fraud or Knowing and Intentional Breach prior to the date on which this Agreement is terminated; provided, further, that, the provisions of Section 2.6, this Section 8.2 (Procedure for Termination; Effect of Termination), and Sections 9 (...
General Effect of Termination. If Executive’s employment is terminated by either Party for any reason, nothing herein shall be deemed to excuse or release Executive from his obligations and the restrictions set forth in Paragraphs 4.6, 5.1-5.4, 5.8, and 5.9 below, and Executive’s right to the payments described in this Agreement is conditioned upon his compliance with such terms.
General Effect of Termination. (a) Except where explicitly provided elsewhere herein, termination of this Agreement for any reason, or expiration of this Agreement, will not affect: (i) obligations which have accrued as of the date of termination or expiration, and (ii) obligations and rights which, expressly or from the context thereof, are intended to survive termination or expiration of this Agreement. Without limitation, the following shall survive termination either indefinitely or for the Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been separately filed with the Commission. period so stated: Section 2.9 (for the limited purposes of completing a Testing Request with respect to a Development Candidate after the Research Termination Date) and Articles III, V, VI, VII, VIII, IX, XI and XII.
General Effect of Termination. 31 PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [*] DENOTES OMISSIONS.
General Effect of Termination. Except for termination pursuant to Section 19.5 (ArQule breach) or Section 19.7 (in which Basilea opts for a continuing license pursuant to Section 19.8(b), the expiration or termination of this Agreement (including on a country-by-country basis), for whatever reason and regardless of the Party terminating shall result in the following (for the avoidance of doubt, if the termination is in relation to a country or group of countries, the following shall only apply in such country or group of countries):
General Effect of Termination. Whenever in this Lease provision is made that either party shall have the right to terminate this Lease, then unless in said provision it is expressly provided otherwise (including, without limitation, as is provided in this Article 21), neither party hereto shall thereafter have any claim against the other under this Lease or on account of the termination hereof, except for those accruing prior to the effective date of such termination. It is intended by the parties hereto that all of the obligations and liabilities of Landlord and Tenant which shall have accrued as the date of termination of this Lease shall survive termination of the Lease, except as specifically set forth in this Lease. Termination of this Lease shall also result in a concurrent termination of the REA and the Revenue Sharing Agreement.
