General Effects Sample Clauses

General Effects. (a) All solicitations, marketing and advertising of the Program, other than acceptance of applications through NMG Channels in the ordinary course of business consistent with past practice, shall cease upon the expiration or termination of this Agreement, except as the Parties may otherwise mutually agree, provided that the Parties shall continue to operate the Program in accordance with the terms of this Agreement and service the Accounts in good faith and in the ordinary course of their respective businesses, subject to the terms of this Agreement, until the provisions of Section 17.2 are satisfied. The Parties shall cooperate to ensure the orderly wind-down or transfer of the Program. (b) Upon the satisfaction of the provisions of Section 17.2, all obligations of the Parties under this Agreement shall cease, except that the provisions specified in Section 19.26 shall survive.

General Effects. It is agreed that any general conditions presently in force, but that are not specifically mentioned in this Agreement, shall continue in full force and effect for the duration of this Agreement.

General Effects. Except where explicitly provided within this Agreement, expiration or termination of this Agreement or any Exclusive License, as applicable, for any reason, will not affect any obligations, including payment of any royalties or other sums which have accrued as of the date of termination or expiration. Notwithstanding the foregoing, but subject to Section 11.5.2.2(b) and Section 11.5.4, upon expiration or termination of this Agreement in its entirety, all licenses granted by either Party to the other Party hereunder, including all Exclusive Licenses, and all sublicenses granted by either Party thereunder, will immediately terminate; provided, that in the event of a termination with respect to one Exclusive License, only such Exclusive License will terminate.

General Effects. Following the effective date of termination of this Agreement by a Party, Jazz will not be responsible for the payment of any milestones under this Agreement other than those that were accrued prior to the effective date of termination. Except as needed in order to permit the Manufacturing and sell-off activities set forth in Section 13.5.1 or as otherwise specified in this Section 13.5, and except for the (sub)license granted by Jazz to Codiak pursuant to Section 3.4.2(b), upon termination of this Agreement in its entirety, all licenses granted by either Party to the other Party hereunder (and then in effect) will immediately terminate.

General Effects. (a) Upon the expiration or any termination of this Agreement, the parties shall have any rights or remedies available to such party under this Agreement or in law or at equity. Upon such expiration or termination, all obligations of the parties under this Agreement shall cease, except that the provisions specified in Section 15.16 shall survive. (b) All solicitations, marketing and advertising of the Program, other than acceptance of applications through Retailer Channels in the ordinary course of business consistent with past practice, shall cease either upon notice to Bank from Retailer of Retailer’s intent not to purchase the Accounts following termination of this Agreement by either party or the failure of Retailer to exercise its Purchase Option prior to the expiration of the time period in which Retailer may provide an Exercise Notice to Bank as set forth in Schedule 11.2, except as the parties may otherwise mutually agree. The parties shall continue to operate the Program and service the Accounts in good faith and in the ordinary course of their respective businesses, subject to the terms of this Agreement, including Schedules 11.2, 11.3, and 11.4, and Bank shall continue to market and advertise the Program following termination of this Agreement by either party until the later of the (i) Closing Date if Retailer provides an Exercise Notice to Bank or (ii) date upon which Retailer notifies Bank of Retailer’s intent not to purchase the Accounts or the last date upon which Retailer may exercise its Purchase Option as set forth in Schedule 11.2 if Retailer has failed to provide an Exercise Notice to Bank subject in all cases to Bank’s rights under this Agreement with respect to Bank Matters. The parties shall cooperate to ensure the orderly wind-down or transition of the Program. (c) Except as set forth in Schedule 7.18, the expiration or any termination of this Agreement shall apply to both the PLCC Program and the Co-Brand Program and neither Bank nor Retailer shall have the right to terminate the PLCC Program or the Co-Brand Program separately.

General Effects. (a) In the event of termination prior to the Closing Date, all obligations of the parties under this Agreement shall cease, except that the provisions specified in Section 17.22 shall survive. (b) In the event of termination following the Closing Date, all obligations of the parties including (i) operating the Program and servicing of the Accounts in good faith and in the ordinary course of their respective businesses, (ii) [*], (iii) originating and extending credit on Accounts and funding Cardholder Indebtedness, (iv) solicitations, marketing and advertising of the Program, (v) acceptance of Credit Card Applications through Company Channels in the ordinary course of business consistent with past practice and (vi) acceptance of Credit Cards for payment by Company and its Affiliates in accordance with this Agreement, shall continue upon notice of termination or non-renewal of this Agreement by either party, except as the parties may mutually agree, subject to the terms of this Agreement, until the provisions of Section 15.2 and Section 15.3 are satisfied; provided, however, [*]. The parties will cooperate in good faith to ensure the orderly wind-down or transfer of the Program, including the servicing thereof, in a manner that minimizes any adverse effect on the Program, Cardholders and Bank. [*] (c) In the event that Bank performs any of the servicing functions for the Program as of a Program Purchase Date (as defined below), Bank shall, upon request of Company or the Nominated Purchaser, continue to provide interim servicing for a period of up to [*] (“Bank Interim Servicing Period”) from and after such date [*] (d) Upon the satisfaction of the provisions of Section 15.2 and Section 15.3, all obligations of the parties under this Agreement shall cease, except that the provisions specified in Section 17.22 shall survive.

General Effects. At and after the Effective Time, the Merger will have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of the Company and the Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and the Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

General Effects. (i) The effect of the First Merger shall be as provided in this Agreement, the Certificate of Merger I and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the First Effective Time, the separate existence of Merger Sub I shall cease, the separate existence of the Company shall not cease and all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub I and the Company shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Corporation. (ii) The effect of the Second Merger shall be as provided in this Agreement, the Certificate of Merger II and the applicable provisions of the DGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the separate existence of Surviving Corporation shall cease, the separate existence of Merger Sub II shall not cease and all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub II and the Surviving Corporation shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Company.

General Effects. Except where explicitly provided within this Agreement, expiration or termination of this Agreement for any reason, will not affect (a) any obligations, including payment of any royalties or other sums which have accrued as of the date of termination or expiration, or (b) Licensee’s ability to sell any existing inventory of Licensed Products (if applicable) for a period of up to [***] months following termination, subject to Licensee’s obligation to make corresponding payments with respect to any such sales pursuant to Article 8.