Termination of Engagement (a) This Agreement shall terminate (i) immediately upon the death of Consultant, (ii) at the option of either party hereto without cause upon thirty (30) days advance written notice from the terminating party to the other party, or (iii) upon the termination of this Agreement by the Contractor for "cause." For the purposes of this Agreement, "cause" shall mean (i) any act by Consultant of fraud or dishonesty (whether or not against or involving the Contractor), (ii) Consultant's competing with the business of the Contractor either directly or indirectly, (iii) Consultant's breach of any material provision of this Agreement, (iv) Consultant's failure to devote his best efforts to his duties under this Agreement or to perform such duties diligently and efficiently and in accordance with the directions of the Contractor or to otherwise fulfill his obligations under this Agreement, (v) Consultant's failure to comply with the decisions or policies of the Contractor, (vi) any act of moral turpitude by Consultant or (vii) any other matter constituting "cause" under applicable law.
Consequences of Expiration or Termination (a) Upon expiration or early termination of this Agreement by either Santarus or Shore (and except as set forth in Section 2.4 of the Impax Sublicense Agreement, if Santarus has terminated this Agreement pursuant to Section 12.2(b)):
(i) the licenses granted to Santarus under this Agreement shall terminate, and, after a wind-down period to be mutually agreed by the Parties (or one hundred eighty (180) days if no agreement is reached), Santarus shall cease all Commercialization activities;
(ii) Santarus shall assign, transfer and deliver to Shore all right, title and interest in and to the Product Trademarks, Product Data, Product Materials, Regulatory Approvals and Regulatory Filings (or, to the extent transfer is not permitted by Applicable Laws, a right of reference) for the Licensed Products then-Controlled by Santarus and/or its Affiliates, and Santarus shall promptly execute any and all other instruments, forms of assignment or other documents and take such further actions as Shore may reasonably request in order to give effect to or evidence the foregoing assignments and grants;
(iii) Shore shall have an exclusive, sublicenseable, royalty-free license under the Santarus Technology solely to make, have made, market, import, use, sell, offer for sale and otherwise Develop and Commercialize the Licensed Products in the Field in the Territory;
(iv) if Santarus is then a party to any agreements with Third Party independent contractors for the Licensed Product, it shall cooperate with Shore and use Commercially Reasonable Efforts to enable Shore to obtain the benefit of such agreements as necessary to enable Shore to exercise its rights under this ARTICLE 12, including by assigning such agreements to Shore where reasonably practicable;
(v) Santarus shall transfer and assign to Shore the Assigned Rights, or the Impax Sublicense Agreement, as applicable; and
(vi) all Shore Confidential Information shall be subject to Section 12.5(b).
TERMINATION AND CONSEQUENCES OF TERMINATION Either Party may immediately terminate this Agreement upon written notice if this other Party: materially breaches this Agreement, and such breach is incapable of cure, or, if the breach is capable of cure, fails to cure such breach within [NUMBER] days after receiving written notice of the breach; becomes insolvent or is generally unable to pay its debts as they become due; files, or has filed against it, a petition for voluntary or involuntary bankruptcy, or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; makes or seeks to make a general assignment for the benefit of its creditors; applies for, or has appointed, a receiver, trustee, custodian, or similar agent by order of a court of competent jurisdiction to take charge of or sell any material portion of its property or business; or is dissolved or liquidated. The expiration or termination of this Agreement shall not affect any rights or obligations that: (i) are intended to survive such expiration or termination; and (ii) were incurred by the Parties prior to such expiration or termination. Upon the expiration or termination of this Agreement for any reason, each Party shall promptly: [return to the other Party/destroy] all documents and tangible materials (including any copies) containing, reflecting, incorporating, or based on the other Party’s Confidential Information; permanently erase all of the other Party’s Confidential Information from its computer systems, [except for copies that are: (i) required to be retained under applicable laws; or (ii) maintained as archive copies on its disaster recovery or information technology backup systems, which shall be destroyed upon the normal expiration of such backup files, or as otherwise required by law]; and certify in writing to the other Party that it has complied with these requirements.
H4 Consequences of Expiry or Termination Where the Authority terminates the Contract under clause F5.5 (Remedies in the Event of Inadequate Performance) or clause H2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority may recover from the Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under clause F5.5 or clause H2 (Termination on Default), no further payments shall be payable by the Authority to the Contractor until the Authority has established the final cost of making those other arrangements.
TERMINATION OF EFT SERVICES You may terminate this Agreement or any EFT service under this Agreement at any time by notifying us in writing and stopping your use of your card and any access code. You must return all cards to the Credit Union. You also agree to notify any participating merchants that authority to make ▇▇▇▇ payment transfers has been revoked. We may also terminate this Agreement at any time by notifying you orally or in writing. If we terminate this Agreement, we may notify any participating merchants making preauthorized debits or credits to any of your accounts that this Agreement has been terminated and that we will not accept any further preauthorized transaction instructions. We may also program our computer not to accept your card or access code for any EFT service. Whether you or the Credit Union terminates this Agreement, the termination shall not affect your obligations under this Agreement for any electronic transactions made prior to termination.