POST TERM OBLIGATIONS Clause Examples
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POST TERM OBLIGATIONS. After the termination, expiration or Transfer of this Agreement, you and the Owners agree to:
(i) immediately cease to identify yourself (or your lawyers) as a Member of the Association;
(ii) immediately cease to use the Intellectual Property (neither Party is obligated to recall or cancel any System Marketing that was published or disseminated prior to termination);
(iii) pay us all outstanding membership and call routing fees;
(iv) pay us all outstanding fees as provided for in §§4.1 through 4.4 and Part C of Attachment A.
(v) comply with our data retention policies pertaining to the Business Data; and
(vi) provide us with satisfactory evidence of your compliance with the above obligations within ten (10) days after the effective date of the termination or expiration. If, after the termination or expiration of this Agreement, you or any Owner either continues to utilize any of our Intellectual Property or operates any other business that uses any reproduction, counterfeit, copy, or colorable imitation of the Marks, Copyrighted Materials or System, either in connection with such other business or law practice or the promotion thereof, that may cause confusion, mistake, or deception, or that may dilute our rights in and to the Marks and/or the Copyrighted Materials and/or the System, then, in addition to any injunctive relief to which we are entitled, you agree to pay us the sum of up to $1,000,000 as and for liquidated damages and not as a penalty.
POST TERM OBLIGATIONS. Upon the expiration, termination or assignment of this Agreement, Lyric and every Franchisee shall immediately:
POST TERM OBLIGATIONS. (a) Following the Term, Quest Diagnostics agrees to continue to provide Data, as applicable, to SmithKline ▇▇▇▇▇▇▇ otherwise in accordance the terms of this Agreement for up to 12 months following such expiration for the sole purpose of allowing SmithKline ▇▇▇▇▇▇▇ to continue providing existing programs or services to Third Parties to the extent SmithKline ▇▇▇▇▇▇▇'▇ contractual obligations as of the expiration of the Term to provide such programs or services extend past the expiration of this Agreement; PROVIDED, HOWEVER, that Quest Diagnostics has no such obligation in the event Quest Diagnostics terminates this Agreement pursuant to Section 9.03. Fees for providing such continued use of Data will be determined in accordance with Article VIII as if such Data is being provided during a Renewal Term.
(b) Upon termination of this Agreement, both parties shall have the right to retain any sums already paid by the other party hereunder, and each party shall pay all sums accrued hereunder which are then due.
(c) Upon termination of this Agreement, SmithKline ▇▇▇▇▇▇▇, its Affiliates and its sublicensees shall have the non-exclusive, perpetual, royalty-free, worldwide right and license to use Data previously received by them under Article III and/or Article IV.
(d) Expiration or termination of this Agreement in accordance with the provisions hereof shall not limit remedies which may be otherwise available in law or equity.
(e) Upon expiration or termination of this Agreement, this Agreement shall be of no further force or effect, except for (i) any obligations or liabilities of either party then accrued and unpaid or not performed and (ii) Articles V and XI, and Sections 3.01, 4.01, 4.03, 12.03, 12.07, 12.15, 12.16, 12.17 and this Section 9.04 shall survive such expiration or termination. Notwithstanding the foregoing, during the twelve-month period contemplated by Section 9.04(a), the terms of this Agreement shall remain in effect except as contemplated by this Section 9.04.
POST TERM OBLIGATIONS. Upon the expiration or termination of this Agreement, Franchise Owner shall immediately:
POST TERM OBLIGATIONS. (a) Within 6 months of the expiration (or sooner termination) of this Agreement, the Franchisee shall immediately:
(i) Discontinue any use whatsoever of Little Switzerland's trade name and other Licensed Marks, shall take such action necessary to cancel or change any assumed name or equivalent registration and/or to transfer any rights therein or thereto back to Franchisor, and shall, at its own expense, make or cause to be made such changes in signs and supplies in order to distinguish Franchisee effectively from its former association with other Little Switzerland stores to the intent that the Franchisee shall cease to carry on business under the name and style of "Little Switzerland" or any name confusingly similar thereto;
(ii) Cease operation or do business under any name or in any manner that might tend to give the general public the reasonable impression that this Agreement is still in force, or that Franchisee is connected in any way with Franchisor, or any longer has any right to the use of the Licensed Marks;
(iii) Pay to the Franchisor all sums owing under the terms of this Agreement. Said sums shall include all damages, costs and expenses incurred by Franchisor by reason of any default on the part of the Franchisee, whether or not incurred before or after the termination or expiration of this Agreement;
(iv) Cause to represent or advertise that Franchisee was formerly a party to this Franchise Agreement, or that Franchisee did business under the trademarks or name of Franchisor.
(v) promptly return to Franchisor or, with Franchisor's prior written permission, destroy any and all documents or other materials containing trade secret or other confidential information of Franchisor; and
(vi) extend to Franchisor or any person designated by Franchisor the right to purchase any signs and similar materials bearing the Licensed Marks at a price no greater than Franchisee's original cost thereof as depreciated on a straight-line basis over a period of five years.
POST TERM OBLIGATIONS. The mutual confidentiality obligations of the parties under the provisions of this Article XII shall survive the termination or expiration of this Agreement for a period of * from the date of such termination or expiration. Upon termination or expiration of this Agreement, Licensee shall promptly return to Martek all the Technology, documents, records, and all other property or documentation disclosed or delivered to Licensee or its Affiliates pursuant to this Agreement and then in existence, subject to the retention by Licensee of one (1) copy thereof for archival purposes only.
POST TERM OBLIGATIONS. (a) If after the end of the Term, IAT alleges that Delta has an obligation to indemnify it under Section 34.01, Delta shall have the right (but not the obligation), to cause an environmental investigation of the Delta Premises (or portions thereof) to be performed, at Delta’s cost and expense, by a reputable, independent environmental consulting firm, for the purpose of verifying or disproving the basis for any such allegation. Delta shall notify IAT at least 30 days prior to the commencement of any such on-site environmental investigation, and IAT shall have the right to be present at and to observe any on-site investigation conducted by Delta’s consultant, and to take split samples for purposes of conducting its own investigation. Delta shall promptly provide IAT, at Delta’s cost and expense, with the full and complete final copy of the independent environmental consulting firm’s report, including all test results and other data collected, measured, or otherwise relied upon by such consulting firm.
(b) The parties’ rights and obligations with respect to any Assumed Environmental Damages and Excluded Environmental Damages, shall be subject to, and apportioned in accordance with, the provisions of Section 34.01 and Remediated in accordance with the provisions of Section 34.05.
(c) In the event IAT recovers from any Person, including a Delta Sublessee, any amount payable in respect of any Assumed Environmental Damages, Delta’s share of such costs and expenses (if any), as determined in accordance with Section 34.01, shall be decreased proportionately.
(d) The following provisions shall survive termination of this Agreement: (i) Delta’s obligation to release, indemnify or otherwise compensate IAT or the IAT Parties in respect of any Assumed Environmental Damages under Section 34.01, (ii) Delta’s obligation to reimburse IAT for Delta’s Share of ATA Permitted Remediation Costs pursuant to Section 7.05 related to costs of Remediation that, but for the expiration of the Term, would otherwise constitute ATA Permitted Remediation Costs, provided such Remediation costs are not related solely to matters or conditions first occurring or originating following the expiration of the Term, and (iii) Delta’s obligation to indemnify the Port Authority under Section 5.01(f).
(e) IAT’s obligation to release, indemnify or otherwise compensate Delta or the Delta Parties in respect of any Excluded Environmental Damages under Section 34.01 shall survive termination of this Agree...
POST TERM OBLIGATIONS. If this Agreement expires or terminates for any reason other than the actions specifically delineated in Section 8 of this Agreement, then:
3.2.1 Customer shall immediately stop accepting and placing orders for new activations of the Service from its End User Customers.
3.2.2 Unless instructed otherwise in writing by Customer, Brightspeed shall process all orders for Service validly submitted by Customer prior to such termination or expiration of the Agreement.
3.2.3 Each Party’s rights and obligations under this Section 3.2 shall survive expiration or earlier termination of this Agreement for any reason or no reason indefinitely.
POST TERM OBLIGATIONS. All obligations of Tenant hereunder not fully ---------------------- performed as of the expiration or earlier termination of the Term of this Lease shall survive the expiration or earlier termination of the Term hereof, including without limitation, all payment obligations with respect to taxes, insurance, and all obligations concerning the condition of the Premises. Upon the expiration or earlier termination of the Term hereof, Tenant shall pay to Landlord the amount, as estimated by Landlord, necessary: (i) to repair and restore the Lease Premises as provided herein; and (ii) to discharge Tenant's obligation for unpaid Real Estate Taxes, insurance, electricity, or other amounts due Landlord. All such amounts shall be used and held by Landlord for payment of such obligations of Tenant, with Tenant being liable for any additional costs upon demand by Landlord, or with any excess to be returned to Tenant after all such obligations have been determined and satisfied. Any security deposit held by Landlord may, at Landlord's option, be credited against the amount payable by Tenant under this Section 21.6.
POST TERM OBLIGATIONS a. Upon the expiration or termination of this Agreement, you shall immediately:
i. Cease to be a ▇▇▇▇▇ Licensee, and cease to use the Licensed Marks or the System in any way;
ii. Pay all you owe us under the License Agreement, plus costs and expenses we incur as a result of your default;
iii. Return to us all copies of the Manual and all our customer lists; trade secrets and confidential materials and all our other property. You shall retain no copy or record of any of the foregoing, except your copy of this Agreement, any correspondence between the parties, and any other document which you reasonably need for compliance with applicable laws; and
iv. Take such action as we request to transfer to us or our designee white and yellow page telephone references and advertisements, your Telephone Numbers, and all trade and similar name registrations and business licenses, and to cancel any interest which you may have in them. If you don't turn over to us or our designee all Telephone Numbers you have used in association with the Licensed Marks, you agree to pay us, as liquidated damages and not as a penalty, the base sum of $500 per day for each day until you do surrender the Telephone Numbers to us or our designee, plus any additional damages we may prove.