3Effect of Termination Sample Clauses

3Effect of Termination. Upon termination of this Agreement, the following will apply: (i) the Company will pay to Consultant the Compensation for Services actually rendered until the date of termination of this Agreement, all in accordance to the terms and conditions herein (including Exhibit A attached hereto); and (ii) the Parties’ respective rights and obligations under Sections 2.2, 3, 4, 5 and 6 will survive, as well as any rights, obligations and duties which by their nature extend beyond, the expiration or termination of this Agreement (however so terminated).

3Effect of Termination. Upon any expiration or termination: (a) Termination of the Agreement pursuant to Section 5.2(a) or the Key Terms will automatically terminate all SOWs. (b) Provider will no longer have to provide the Services. (c) Each Recipient will return or destroy Discloser’s Confidential Information in its possession or control. (d) Except where Customer terminates pursuant to Section 5.2(a), Provider will submit a final invoice for all outstanding Fees accrued before termination and Customer will pay the invoice according to Section 4 (Payment & Taxes). (e) Except where Provider terminates pursuant to Section 5.2(a), Provider will issue a refund for any unearned, prepaid Fees.

3Effect of Termination. Without limiting any other legal or equitable remedies that either Party may have, if this Agreement is terminated by Alnylam, or by MedCo in accordance with Section 12.2.1, then: (a) If this Agreement is terminated by MedCo pursuant to Section 12.2.1, then MedCo's obligation under Section 9.5.1 shall survive for a period of eight (8) months after the effective date of termination, and if this Agreement is terminated by Alnylam pursuant to Sections 12.2.2 or 12.2.4, then MedCo's obligations under Section 9.5.1 shall survive for a period of twelve (12) months after the effective date of termination. (b) Subject to the terms and conditions of this Agreement (including Sections 6.4.1 and 6.4.4 with respect to the MedCo In-Licenses (if any) applicable to the rights granted to Alnylam pursuant to this Section 12.3(b)), MedCo shall and hereby does grant Alnylam a non-transferable (except as provided in Section 13.1), sublicenseable (subject to Section 6.2.3), worldwide, non-exclusive, royalty-bearing license, under any MedCo Technology that is produced, generated, conceived and/or reduced to practice as a result of the Development, Manufacturing or Commercialization activities of MedCo under this Agreement to Develop, Manufacture and Commercialize Licensed Products in the Field in the Territory. The Parties shall negotiate in good faith the royalty to be paid to MedCo by Alnylam in exchange for, and reflecting the then net present value of, the foregoing license, and, in the event that the Parties cannot mutually agree upon such amount within [**] days following the effective date of termination, the Parties will, as soon as reasonably practicable and in no event later than [**] days following the expiration of such [**]-day period, mutually decide upon an independent Third Party valuation firm with substantial experience in valuing licenses of intellectual property rights for the commercialization of pharmaceutical and biotechnology products, which shall make a final and binding determination of the net value of such license and both Parties shall promptly provide all reasonable materials and information requested by such valuation firm and shall share equally in the expenses of such valuation firm. (c) MedCo shall use Commercially Reasonable Efforts to as promptly as practicable transfer to Alnylam or Alnylam's designee (i) possession and ownership of all governmental or regulatory correspondence, conversation logs, filings and approvals (including all Regulat...

3Effect of Termination. (a) In the event of termination of this Agreement as provided in Section 8.2(a), this Agreement shall forthwith become void, and there shall be no liability or obligation on the part of Buyer or Seller or any of their respective affiliates. (b) In the event of termination of this Agreement as provided in Section 8.2(b), notice thereof shall be promptly given by the terminating Party to the other Parties and thereafter this Agreement shall forthwith become void, and there shall be no liability or obligation on the part of Buyer or Sellers or any of their respective affiliates except that nothing herein will relieve any Party from liability for any breach of any agreement or covenant herein. (c) In the event of termination of the obligations of Buyer and Sellers to complete the Second Tranche Ablis Purchase, the Second Tranche Bendistillery Purchase and the Second Tranche Bend Spirits Purchase as provided in Section 8.2(c), notice thereof shall be promptly given by the terminating Party to the other Parties and thereafter such obligations shall forthwith become void, and there shall be no liability or obligation on the part of Buyer or Sellers or any of their respective affiliates in regard to such obligations except that nothing herein will relieve any Party from liability for any breach of any agreement or covenant herein.

3Effect of Termination. Unless otherwise agreed to in writing, upon termination of the Agreement, any SOW then in effect will immediately terminate.

3Effect of Termination. In the event of the termination of this Agreement in accordance with Section 7.1, and with the exception of this Section 7.3 and Article 9, this Agreement shall become void and have no effect and neither Party shall have any liability to the other Party or to such other Party’s Affiliates or Representatives in respect of this Agreement, except, for the avoidance of doubt, for the obligations of the Parties contained in this Section 7.3 and Article 9 which shall survive any termination of this Agreement; provided, however, that nothing herein shall limit the liability of any Party hereto for intentional or willful misrepresentation of facts which constitutes common law fraud under applicable Laws or for any willful breach whereby the breaching Party both intended to take or fail to take the action giving rise to the breach and had knowledge that such action or inaction would constitute a breach of this Agreement.

3Effect of Termination. At the end of the Term, this Agreement shall become void and have no effect, provided that (i) the following provisions hereof shall survive any such termination and remain in full force and effect in accordance with the terms thereof: Sections 3.1.2 (as stated therein), 3.2 (as stated therein), 7.1 and 8.3 and Articles 5, 6 and 9; (ii) such termination shall not relieve either Party of any obligation, or deprive either Party from any benefit, accruing prior thereto, and (iii) such termination shall be without prejudice to the rights and remedies of any party with respect to any antecedent breach of the provisions of this Agreement.

3Effect of Termination. After the termination of this Agreement, Licensee shall have no rights under the Licensed Patent.

3Effect of Termination. Dealer will not be relieved from any Obligations to DFS arising out of DFS' advances or commitments made before the effective termination date of this Agreement. DFS will retain all of its rights, interests and remedies hereunder until Dealer has paid all of Dealer's Obligations to DFS. All waivers set forth within this Agreement will survive any termination of this Agreement.