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Post-termination Services | Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company’s continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respec... |
Post-termination Services | Each of Astellas and FG shall retain its records for the minimum period of time required by applicable law in all cases, and for not less than [ * ] following the expiration or termination of this Agreement. |
Post-termination Services | In the event that (i) TouchStar terminates this Agreement in accordance with any one or more of the provisions of Section 8.2 or (ii) Reseller elects not to enter into a new agreement with TouchStar pursuant to Section 8.1, all Customer Agreements with Customers shall be ... |
Post-termination Services | GSK shall, at its sole expense, transfer to Theravance, or shall cause its designee(s) to transfer to Theravance, ownership of all regulatory filings made or filed for any Terminated Development Collaboration Product (to the extent that any are held in GSK’s or such designee(s)’s name), but only where the Terminated Co... |
Post-termination Services | PPI shall provide such advice as necessary for EKR to arrange for an alternative manufacturer and shall provide EKR with access to all relevant PPI Know-How, and any other information necessary for EKR to transfer such manufacturing to an alternate manufacturer. |
Post-termination Services | Any Product quarantined at the time of expiration or termination of this Agreement shall be disposed of or destroyed by Manufacturer in accordance with Customer’s instructions and at Customer’s cost; provided that, to the extent (i) such quarantine is the result of Manufacturer’s gross negligence, fraud, willful miscon... |
Post-termination Services | During the Term hereof and for a period of six (6) months following the termination of this Agreement or the discontinuation of any of the Company Products, (i) the Reseller shall have the exclusive right to commission for any Registered Referrals, (ii) the Company shall not market, promote, sell, or distribute Company... |
Post-termination Services | Upon termination or expiration of this Agreement, BNL shall return all software and related manuals, if any, provided by VIP to BNL during the term of this Agreement. |
Post-termination Services | Upon termination or expiration of this Agreement, if specifically requested by MBRK, DD shall provide originals or copies of such records to MBRK. |
Post-termination Services |
determined by the Publishers) of up to six (6) months following the termination date, any or all of the Services then being performed by HealthGate. |
Post-termination Services | After termination of this contract, there shall be a sell-off period (defined in APPENDIX 2) following the date of termination of this contract. |
Post-termination Services | If GSK terminates a Collaboration Product at any time after initiation of the first Phase III Study concerning such Collaboration Product, and Development of all other Collaboration Products and Pooled Compounds have been discontinued for Technical Failure and/or Commercial Failure, then at the sole election of Therava... |
Post-termination Services | Surgical agrees that promptly upon termination of this Agreement, Surgical shall deliver to Imprimis all Work Product, either completed or uncompleted, and any documents, reports and other materials which are in Surgical’s possession in connection with the performance of Services under this Agreement. |
Post-termination Services | In addition to the foregoing, Sanofi shall use reasonable efforts with respect to those activities for which it is responsible hereunder to cooperate with RevMed to achieve an orderly transition of the Development, Manufacturing and Commercialization of Termination Products from Sanofi or its applicable Affiliate to Re... |
Post-termination Services | After the Withholding Period, Company will remain liable to Contractor for any additional audits, deductions, rebates, credits, allowances or other adjustments taken by the Customers against the Company’s Products. |
Post-termination Services |
and any and all other Proprietary Marks, and/or any other service mark or trademark of ours, and you will give us evidence that we deem satisfactory to provide that you have complied with this obligation within five (5) days after termination or expiration of this Agreement. |
Post-termination Services | 33.1.1. Continuing to perform, for a reasonable period (as |
Post-termination Services | If this Agreement is terminated by ABG for any of the reasons provided in Section 7.B. above, then CELEBRITY shall be entitled to immediately vest in all of the RSUs for the eighteen (18) months following the effective date of termination (including, without limitation, any balance of unvested RSUs that were due to ves... |
Post-termination Services | (a) To purchase the Location and/or any related equipment at fair market value, if the Franchisee, any of the Principals or an affiliate of the Franchisee owns the Location and/or related equipment. |
Post-termination Services | In the event that the Servicer resigns or is terminated hereunder, the Servicer shall use its commercially reasonable efforts to and shall cooperate with the Owner and take other reasonable steps requested by the Owner to assist in the orderly and efficient transfer of the administration of the Serviced Assets to the s... |
Post-termination Services | All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith. |
Post-termination Services | To further ensure a seamless transition for Program Members, in the event of a termination based upon a material breach by e-centives or an acquisition pursuant to Section 16.a.v. only, Application Provider shall continue to host and maintain the Co-Branded Application for a peri... |
Post-termination Services | Upon the termination of this Agreement: |
Post-termination Services | In the event of termination of this Agreement or a cancellation of a Purchase Order, and/or discontinuance of a Product, or excess materials created by an Engineering Change, Customer agrees to compensate Contractor for unused material inventory which are affected by such termination, cancellation or discontinuance |
Post-termination Services | Subject to Corio's payment of the Software support and maintenance fee as set forth in this Section 2.5, Changepoint's Software Support and Maintenance obligation with respect to Software distributed by Corio pursuant to this Section 2.5 shall continue after termination or expiration... |
Post-termination Services | Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***]. |
Post-termination Services | Upon termination of this Agreement, ALFA AESAR may continue to advertise and promote the Products, using the NTC’s Trademarks and NTC content until ALFA AESAR’s inventory depletion. |
Post-termination Services | (c) if GALEN is then the owner of any patents specifically related to the Combination Product, GALEN shall transfer such ownership to LEO, except for LEO being in breach in which case GALEN will sell said patents and LEO will purchase said ... |
Post-termination Services | After the expiration of the Term or termination pursuant to Section 8.4 by either Party or Section 8.6 by Exact, based on cumulative Incremental Laboratory Services Revenue achieved during the Term or up to the termination date, Exact agrees to pay Pfizer the applicable royalty payment set forth below for twelve (12) c... |
Post-termination Services | Upon termination of this Agreement, in accordance with its terms and conditions or by Franchisee without cause, or upon expiration of this Agreement (unless the Franchise is renewed as provided for in this Agreement), Franchisee and its Owners agree that for a period of TWELVE (12) months commencing on the effec... |
Post-termination Services | Upon termination of this Agreement, Distributor will immediately cease all further use of Tripath’s trademarks, trade names or service marks except as may be required in the sale of Products in inventory. |
Post-termination Services | Notwithstanding any statement in Section 15.3 to the contrary, upon any termination or expiration of this Agreement and until the later to occur of (i) [***] from the Effective Date or (ii) [***] following the effective date of termination or expiration of this Agreement (the “Wind Down Period”), the parties’ respectiv... |
Post-termination Services | Upon reasonable prior notice to Eutectix and at Liquidmetal’s expense, no more than once per year, during the Term of this Agreement and for one (1) year following the expiration or termination of this Agreement, Liquidmetal or its designee shall have the right from time to time to confirm and validate: (a) that Eutect... |
Post-termination Services | Upon termination or expiration, this Agreement and all rights granted hereunderto you will forthwith terminate, and:
<omitted>
D. You will take such action as may be necessary to cancel or assign to us or our designee, at our option, any assumed name rights or equivalent registration filed with state, city, or county a... |
Post-termination Services | If this Agreement is terminated by Sparkling, due to Garman's default, the license herein granted shall continue, but shall be converted to a perpetual license pursuant to which Sparkling shall not be required to pay any further fees to Garman hereunder, and Garman shall immediately return all fees paid under this Agre... |
Post-termination Services | Upon termination of this Agreement for any reason, ALFA AESAR may i) return its current inventory of Products for reimbursement by NTC or ii) keep its current inventory of Products and continue to sell such Products pursuant to the terms hereof until depletion of inventory. |
Post-termination Services | ii) The first email will be exclusive to e-centives (i.e., it will not mention similar services from Excite@Home or other third parties) and will alert Program Members of the continuation of the e-centives service directly from e-centives. Program Members ... |
Post-termination Services |
to shipments made during such month. |
Post-termination Services | (c) such audit must be at Dynamic Hearing’s expense unless the auditor finds an underpayment royalty due under this Agreement in excess of 5% in which case IntriCon must reimburse Dynamic Hearing’s reasonable cost of such audit; and |
Post-termination Services | In the event of the expiration of this Agreement or termination of this Agreement in whole or in part (including the termination of any Facility Addendum) by Customer in accordance with Section 7.3, 7.4, 7.5 or 7.6, Customer may, at its option within ninety (90) days immediately following the effective date of the expi... |
Post-termination Services | Upon termination of this Agreement, Schoolpop shall have the right to continue to sell any Cards in its possession for a period of three (3) months following the effective date of termination, subject to compliance with the applicable terms and con... |
Post-termination Services | Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exer... |
Post-termination Services | Following the termination of this Agreement at the conclusion of the initial five year term or any additional term, for each of the eight full calendar quarters following such termination, Depomed shall pay to King an amount equal to, in each of the first four such calendar quarters, [***]% of the Net Sales for each su... |
Post-termination Services | Upon the termination of this Agreement, the Sub-Advisor shall co-operate with Oaktree US and take all reasonable steps requested by Oaktree US in making an orderly transition to allow for continuity of management and to ensure that such termination shall not prejudice the completion of transactions already initiated. |
Post-termination Services | The cost of any off-site storage of such records after the Term of this Agreement shall be borne by Customer and invoiced on a calendar quarter basis. |
Post-termination Services | LEA shall, for a period of six (6) months (“Sell-Off Period”) following the effective date of termination of the license granted by T&B hereunder, have the right to fulfill commitments made to customers during the Term |
Post-termination Services | Each of Supplier and CUTANEA shall maintain and keep in force at its sole cost and expense throughout the Term of this Agreement and for three years following the effective date of expiration or termination hereof (if such policies are on a claims made basis), Commercial General Liability Insurance from carriers having... |
Post-termination Services | Within thirty (30) days of expiration of the Wind- down Period, Ono shall notify Array of any quantity of the Product remaining in Ono’s inventory and Array shall have the option, upon notice to Ono, to purchase any such quantities of unlabeled and unpackaged Product from Ono at the price equal to the price paid by Ono... |
Post-termination Services | HSNS shall maintain complete and accurate records of its activities under this Agreement for at least two (2) years following termination of this Agreement. |
Post-termination Services | 33.1. Commencing upon any notice of termination by the Publishers, HealthGate will comply with the Publishers' reasonable directions, and will provide to the Publishers any and all termination assistance reasonably requested by the Publishers to allow the Services t... |
Post-termination Services | BP and Company shall conduct operations with respect to such Initial Well as if they have entered into the Operating Agreement until such well or a Substitute Well is drilled to and successfully Completed in the Objective Zone or until this Agreement is terminated; provided, however, if this Agreement is to be terminat... |
Post-termination Services | In the event of a termination or expiration of this Agreement or any SOW for any reason, developer will, as requested by and at additional cost to Client, provide up to three (3) months of Fee billable assistance (collectively, the Termination Assistance Services) in transitioning from Developer to an alternative softw... |
Post-termination Services | If any such insurance is on a “claims made” basis, XSPA shall maintain coverage thereunder for a period of at least two (2) years following the termination of this Agreement. |
Post-termination Services | Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. |
Post-termination Services | Upon expiration or termination of this Agreement, you shall allow our employees or agents to remove the required software from the information system, shall immediately return to us the software, each component thereof, any data generated by the use thereof, all documentation for the software and other materials or inf... |
Post-termination Services | After notice of termination has been given by you or the Company, the Company may at its discretion require you, for all or part of your notice period, to comply with any or all of the following instructions: |
Post-termination Services | SFJ shall, and shall cause its Affiliates to, promptly assign to PB or its designee any and all Clinical Trial Agreements, CRO Agreements and other Vendor Agreements to which any of them is a party and cooperate in good faith with PB to provide appropriate notice and new contact information to the applicable Sites, Cli... |
Post-termination Services | Upon and after the termination of this Agreement (the “Termination Date”): <omitted> (g) If so requested by Client in connection with a planned or potential continuation of the business, EFS shall cooperate with Client and its affiliates in order to transfer any remaining operations to them or any other entity that Cl... |
Post-termination Services | Should MD Anderson terminate this Agreement in accordance with this Section 8.6 then the Parties will use reasonable efforts to ensure that any Clinical Study in relation to which any patient has been screened or enrolled shall continue under a separate clinical trial agreement to be entered into between the Parties as... |
Post-termination Services | The Parties acknowledge that effective upon the termination or expiration of the Transition Services and Inventory Agreement, PPI has <omitted> assigned to EKR all of PPI’s right, title and interest under that certain Commercial Outsourcing Services Agreement between PPI (f/k/a SkyePharma, Inc.) and Integrated Commer... |
Post-termination Services | Upon termination or expiration of this Agreement, this Agreement and allrights granted hereunder to You shall immediately terminate, and:
<omitted>
C. You shall take such action as may be necessary to cancel any assumed name or equivalent registrations or listings in telephone or other directories which contain the nam... |
Post-termination Services | In the event of the termination of this Agreement by Customer in accordance with Section 7.7 or the termination of this Agreement by Manufacturer in accordance with Section 7.3, 7.4, 7.5 or 7.6, Customer shall purchase at cost all Product Materials purchased in accordance with Customer’s Purchase Orders and on reasonab... |
Post-termination Services | If elected pursuant to the Agreement, Developer will provide Client Termination Assistance Services at an hourly rate of $[125.00 per hour]. |
Post-termination Services | The period of liaison will commence as soon as notice has been given of termination of this Agreement, and will continue for a maximum period of 3 months after termination; |
Post-termination Services | During the Term and for seven (7) years after the expiration or termination of this Agreement, or such longer period as required by applicable law, Reseller agrees to maintain complete books, records and accounts relevant to the computation of and accounting for the amounts payable under this Agreement. |
Post-termination Services | GSK shall return to Theravance all available formulated and API stocks that contain a Theravance Compound and which are then held by GSK or cause such API stocks to be provided to Theravance if held by a vendor or other Third Party on behalf of GSK. |
Post-termination Services | Upon termination (but not expiration) of this Agreement for any reason, Licensee shall be entitled to use the Licensed Domain Names and Licensed Content for a limited period of time, not to exceed ninety (90) days, during which it shall diligently work to transition to another solution. |
Post-termination Services | On any termination of this Agreement under Section 5.l (a), (b), or (c) all outstanding stock options granted to the Consultant shall be exercisable in accordance with the terms of the option agreements covering such grants |
Post-termination Services | SEV shall remain liable for the repairs described in Clause 4.12 identified by DCL for a period of thirteen weeks from the end of the Contracted Period and shall provide such repairs on a free of charge basis. |
Post-termination Services | Page 46 of 80 |
Post-termination Services | Distributor may continue running the Products solely for purposes of providing maintenance to End-Users granted licenses pursuant to an End-User License Agreement prior to termination. |
Post-termination Services | Without limiting the provisions of Section 11, commencing on the delivery of any notice of termination of this Agreement, and continuing through the effective date of termination and for a period of sixty (60) Business Days thereafter (the “Transition-out Period”), Ehave will, to the extent requested by CHT, provide to... |
Post-termination Services | In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment. |
Post-termination Services | B. Upon our demand, you will assign to us your interest in any lease then in effect for the Franchised Restaurant premises. |
Post-termination Services | The Village Media Company shall be permitted to retain copies of PFHOF’s Confidential Information as necessary to allow the Village Media Company to exercise its post-termination rights with respect to such information. |
Post-termination Services | Upon Expiration of this Agreement: (i) the licenses granted to BLI from Ginkgo pursuant to Section 9.2 (Grants to BLI) and the licenses granted to Ginkgo from BLI in Section 9.1.1 (Scope of Grants) and 9.1.2 (License Grant to Exploit [***]) shall survive and become perpetual, irrevocable, and royalty-free, (ii) no roya... |
Post-termination Services | The Professional acknowledges that she will have a right, pursuant to and under the <omitted>
conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble com... |
Post-termination Services | To the extent any insurance coverage required under this Agreement is purchased on a “claims-made” basis, such insurance shall cover all prior acts of Eutectix during the term of this Agreement, and such insurance shall be continuously maintained until at least two (2) years beyond the expiration or termination of the ... |
Post-termination Services | Upon termination of this Agreement, Galaxy may, at its sole discretion accept inventory returns of Products. |
Post-termination Services | The expiration or termination of the Agreement shall have the following consequences: (i) The Licensee shall cease to use the License and cease to conduct any activities that would require the License, unless explicitly stated otherwise in this Article. (ii) Licensee or Affiliates or Distributors may sell off all previ... |
Post-termination Services | Upon the termination of this Agreement, or upon Company’s earlier requests, Consultant will deliver to Company all property relating to, and all tangible embodiments of, Inventions in Consultant’s possession or control. |
Post-termination Services | In the event that this Agreement is terminated by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates, sub-distributors and sub-licensees shall be entitled to continue to sell <omitted> existing stocks of the Product in the Territory for so long as PPI deems necessary t... |
Post-termination Services | 33.1. Commencing upon any notice of termination by the Publishers, HealthGate will comply with the Publishers' reasonable directions, and will provide to the Publishers any and all termination assistance reasonably requested by the Publishers to allow the Services t... |
Post-termination Services | If we do not elect or are unable to exercise our option to acquire, or to acquire the lease or sublease for the Premises, you must make such modifications or alterations to the premises operated hereunder (including, without limitation, the changing of the telephone number) immediately upon termination or expiration of... |
Post-termination Services | If after termination of this Agreement either Party subsequently Develops and Commercializes any Long- Acting β2 Adrenoceptor Agonist for the treatment / prophylaxis of respiratory diseases which (i) was never a Pooled Compound or Collaboration Product or (ii) was a GSK Discontinued Compound or a Theravance Discontinue... |
Post-termination Services | In addition, Premier shall purchase all Products and ingredients, packaging and material Heritage has on hand and not previously billed to Premier at the time of the termination that are used solely for the production of the Products, if any exist. |
Post-termination Services | Upon expiration of this Agreement or termination by either party, Power2Ship may sell off any remaining inventory of the Products or Licensed Software acquired prior to termination. |
Post-termination Services | The Franchisee grants to BKC or its designee upon termination or expiration of this Agreement, the option to purchase all usable paper goods, containers and printed menus bearing any of the Burger King Marks or trade names at the price paid by the Franchisee and to purchase the Franchisee's restauran... |
Post-termination Services | (a) if Vericel terminates the Agreement for breach or MediWound terminates in accordance with Section 8.5, Vericel shall have the option of [***] |
Post-termination Services | Termination under Subsection 4(a) shall trigger a phase-out period during which Reseller may continue to provide products and services to Customers. |
Post-termination Services | Franchisee agrees to return all materials and supplies identified by the Marks in full cases or packages to Pretzel Time for credit and dispose of all other materials and supplies, but not equipment, identified by the Marks within thirty (30) days after the effective date of termination or expiration of this Agre... |
Post-termination Services | In connection with the negotiation and ultimately implementation of the Transition Plan, Parties shall install a project team which: (a) shall have a manager (“Project Manager”), one from Philips, who has experience in transferring manufacturing actives, and one from Customer, who has experience in setting up manufactu... |
Post-termination Services | Upon the termination of this license, notwithstanding anything to the contrary herein, all royalties on sales theretofore made shall become immediately due and payable and no minimum royalties shall be repayable. |
Post-termination Services | After AMC termination, Reseller shall generate at least the following amount of new sales of the Products in each contract year (for the purpose of this Schedule 3, a contract year shall be each 12-month period commencing after the termination by Reseller of the AMC). |
Post-termination Services | Except for a termination of this Agreement resulting from Distributor's breach of Section 9.0 (Proprietary Rights and Software Licensing) or Section 19.0(Confidential Information), upon termination or expiration of this Agreement, Distributor may continue to use, in accordance with the terms and conditions of this Agre... |
Post-termination Services | (b) the Distributor may dispose of the balance of the Products in its possession and account to the Supplier for the Price for those Products; |
Post-termination Services | (e) if GALEN is then the owner of any data related to the Combination Product, including, but not limited to, any data related to any study performed under this Agreement such data shall be transferred to LEO. At such time, LEO shall have the ... |
Post-termination Services | For two (2) years following the Effective Time, QIWI covenants that at least one half of the total transactions processed by the Contact money transfer system during such two-year period shall be settled through PJSC Khanty-Mansiysk Bank Otkritie, provided that QIWI may terminate its obligation under this Clause 4.1 at... |
Post-termination Services | Notwithstanding the foregoing, (A) if this Agreement terminates pursuant to this Section 14.2.7 and such termination: (i) arises as a result of gross negligence on the part of PB; or (ii) is due to (x) the applicable independent data monitoring committee recommending termination of the Phase 3 Trial or (y) PB and SFJ <... |
Post-termination Services | (v) Inktomi has paid all taxes, assessments or similar obligations affecting the Returned Collateral that are then due or have then accrued; |
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