Effect of Expiration or Termination Sample Clauses

Effect of Expiration or Termination. (a) Upon expiration of the Term of this Agreement, ▇▇▇▇▇▇ shall be permitted to sell off any inventory of Generic Product in its possession as of the date of expiration. (b) Upon termination of this Agreement by Salix pursuant to Section 11.2(a) or by ▇▇▇▇▇▇ pursuant to Section 11.8: (i) ▇▇▇▇▇▇ immediately shall cease all sales, marketing and distribution of the Generic Product and ▇▇▇▇▇▇ shall immediately destroy any inventory of Generic Product under its control, at its expense, and shall either, at Salix’s option, (A) allow a Salix representative to be present during such destruction or (B) provide a certificate of such destruction. (ii) All then outstanding Firm Orders automatically shall be cancelled. (iii) ▇▇▇▇▇▇ promptly shall reimburse Salix for all actual and reasonable costs incurred by Salix to complete activities associated with the termination of this Agreement, including, without limitation (A) the costs of all Materials purchased by Salix up to the effective date of termination which cannot be diverted to Salix’s other uses and which are non-refundable and (B) the Purchase Price for any finished Generic Product and the cost of any work in process which cannot be diverted to Salix’s other uses held by Salix as of the effective date of termination and Manufactured by Salix in accordance with Firm Orders then outstanding. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. (iv) To the extent any amount reimbursable by Salix pursuant to Section 3.1(b) has not been reimbursed by Salix or credited against Profits payable by ▇▇▇▇▇▇ as of the date of termination, Salix shall reimburse such amount to ▇▇▇▇▇▇ within sixty (60) days after the date of termination. (c) Upon termination of this Agreement by Salix pursuant to Section 11.2(b) or (c): (i) ▇▇▇▇▇▇ shall be permitted to sell off any inventory of Generic Product in its possession as of the date of termination. (ii) All then outstanding Firm Orders automatically shall be cancelled. (iii) ▇▇▇▇▇▇ promptly shall reimburse Salix for all actual and reasonable costs incurred by Salix to complete activities associated with the termination of this Agreement, including, without limitation (A) the costs of all Materials purchased by Salix up to the effective date of termination which cannot be diverted to Salix’s other uses and which are non-refundable and (B) the Purchase Price for any finished Generic Product and the cost of any work in process which cannot...

Effect of Expiration or Termination. Expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to such expiration or termination. The provisions of Articles 4, 5, 6.4 and 12 shall survive any expiration or termination of this Agreement.

Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Provider IP and, without limiting Customer's obligations under 6, Customer shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.

Effect of Expiration or Termination. 2.4.1 Upon the expiration or termination of the Agreement, both Parties shall promptly return any and all Confidential Information of the other Party, including copies and reproductions of such Confidential Information, at the returning Party’s sole expense. Notwithstanding the foregoing, each Party shall not be required to return or destroy Confidential Information of the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures in the ordinary course of the receiving Party’s business; provided, however, that any such Confidential Information so retained shall remain subject to the confidentiality and non-use obligations contained in this Terms and Conditions. 2.4.2 Upon any termination or expiration of the Agreement, ▇▇▇▇▇▇▇▇'s right to access and use the GivexPay Services will terminate. Upon any such termination or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability), and Section 11 (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, ▇▇▇▇▇▇▇▇ acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. ▇▇▇▇▇▇▇▇ agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid i...

Effect of Expiration or Termination. (a) Expiration or termination of the Term will not affect any rights or obligations of the Parties that: (i) come into effect upon or after termination or expiration of this Agreement; or (ii) otherwise survive the expiration or earlier termination of this Agreement and were incurred by the Parties prior to such expiration or earlier termination. (b) Any notice of termination under this Agreement automatically operates as a cancellation of any deliveries of Products to Buyer that are scheduled to be made subsequent to the effective date of termination, whether or not any orders for such Products had been accepted by Seller. With respect to any Products that are still in transit upon termination of this Agreement, Seller may require, in its sole discretion, that all sales and deliveries of such Products be made on either a cash-only or certified-check basis. (c) Upon the expiration or earlier termination of this Agreement, Buyer shall: (i) return to Seller or, at Seller’s option, destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Seller’s Confidential Information; (ii) permanently erase all of Seller’s Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery and/or information technology backup systems. Buyer shall destroy any such copies upon the normal expiration of its backup files; and (iii) certify in writing to Seller that it has complied with the requirements of this clause. (d) Subject to Section 6.4(a), the Party terminating this Agreement, or in the case of the expiration of this Agreement, each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of the terminating Party’s rights or remedies/either Party’s rights, remedies or defenses under this Agreement, at law, in equity or otherwise. (e) Upon the occurrence of a Seller Bankruptcy Event: (i) Seller shall grant to Buyer a royalty-free, non-exclusive, non-transferable, non-sublicensable license through the remainder of the Term to use the Seller Intellectual Property and the Developments solely to manufacture the Products (the “Non-Exclusive License”); (ii) except as expressly provided in Section 6.4(e)(i) above, nothing in this Agreement is intended ...

Effect of Expiration or Termination. Upon termination or expiration of an Order, all Subscription Service(s) granted thereunder will terminate immediately. If an Order is terminated by Customer as a result of an uncured material breach by PROS, PROS will refund to Customer any pre- paid Subscription Service fees for the period after the effective date of termination.

Effect of Expiration or Termination. Expiration or termination of the Term will not affect any rights or obligations that (i) are to survive the expiration or earlier termination of this Agreement pursuant to 0 and (ii) were incurred by the Parties prior to such expiration or earlier termination. Upon the expiration or earlier termination of this Agreement, and subject to Distributor elections set forth in subsection (c) below, Subdistributor shall promptly: (i) cease to represent itself as Distributor’s authorized subdistributor with respect to the Products, and shall otherwise desist from all conduct or representations that might lead the public to believe that Subdistributor is authorized by Distributor to market, distribute or solicit sales of the Products; (ii) make arrangements with Distributor relative to the handling and return of any consigned Products or Instruments; (iii) return to Distributor all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Distributor’s Confidential Information; (iv) to the extent legally permissible to do so, permanently erase all of Distributor’s Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery and/or information technology backup systems (provided, however, Subdistributor shall destroy any such copies upon the normal expiration of its backup files); and (v) certify in writing to Distributor that it has complied with the requirements of this 0. In the event (i) Subdistributor does not immediately return all such consigned Products and Instruments, or (ii) Distributor, in its discretion, determines that the consigned Products and Instruments that are returned are not in a useable condition, Subdistributor shall, at Distributor’s election, within 30 days of any such termination or expiration, either pay to Distributor an amount equal to the Products and Instrument price, as applicable, at an amount equal to the then-current wholesale transfer price or Distributor shall deduct such amount from any amounts otherwise due and payable to Subdistributor (if any). Further, any consigned Products or Instruments that are returned (1) damaged, (2) with an expired shelf life or sterile expiration date, or (3) with a breach of package integrity, will not be credited upon return and the replacement cost equal to then-current wholesale transfer price shall be due and payable from the Subdistributor or will be deducted from any amounts othe...

Effect of Expiration or Termination. Expiration or termination of this Agreement under any of the foregoing provisions: (a) shall not affect the amounts due under this Agreement by either party that exist as of the date of expiration or termination, and (b) as of such date the provisions of Sections 5.2, 5.3, and 5.4 shall apply with respect to payment and shipment to Customer of finished Products, Inventory, and Special Inventory in existence as of such date, and (c) shall not affect Flextronics’s express limited warranty in Section 6.2 above. Termination of this Agreement, settling of accounts in the manner set forth in the foregoing sentence shall be the exclusive remedy of the parties for breach of this Agreement, except for breaches of Section 6.2, 9.1, 9.2, or 10.1. Sections 1, 3.5, 3.6, 3.7, 4, 5.3, 5.4, 6.2, 6.3, ▇, ▇, ▇, ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ the only terms that shall survive any termination or expiration of this Agreement.

Effect of Expiration or Termination. Except as set forth in Section 7.5, upon expiration or any termination of this Agreement pursuant to this Section 7 all obligations and rights and licenses granted hereunder shall immediately terminate and each Party shall have no further obligations. Each Party shall retain ownership of its respective Confidential Information, and shall, if requested, return to the other party all of the Confidential Information received from the other Party up to the effective date of termination.