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. 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. 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. 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. 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.

Effect of Expiration or Termination. 15.3.1 In the event of expiration or termination of this Agreement, each Party shall return all data, files, records and other materials in its possession or control containing or comprising the other Party’s Confidential Information to which such first Party does not retain rights under the surviving provisions of this Agreement (except one copy of which may be retained solely for archival purposes). 15.3.2 Upon the effective date of expiration or termination of this Agreement, any rights granted by either Party to the other Party hereunder with respect to the Product shall terminate (other than any post-Term financial obligations as set forth in this Article 15) and KADMON shall promptly cease all performance of the KADMON Agreement Activities hereunder and KADMON shall promptly discontinue the use of any VIVUS Product Trademarks and VIVUS Product Copyrights as well as the Promotional Materials and training materials provided hereunder. 15.3.3 Except as otherwise expressly provided herein, termination or expiration of this Agreement in accordance with the provisions hereof shall not limit any remedies that may otherwise be available in law or equity, nor shall it prejudice any rights that shall have accrued to the benefit of a Party prior to such termination or expiration, including any rights to payment of sales commissions based on sales of Product in the Territory during the Term, and other costs and expenses incurred during the Term and subject to reimbursement hereunder, with each of the provisions of this Agreement for the payment thereof surviving until all such payments have been made. 15.3.4 Except as provided for in Section 10.1.2, no sales commissions shall be due on Net Revenue occurring after expiration or termination of this Agreement. 15.3.5 In addition, termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement.

Effect of Expiration or Termination. Expiration or termination of this Agreement shall not affect any rights or obligations of the Parties, including the payment of amounts due, which have accrued up to the date of such expiration or termination. Upon expiration or termination of this Agreement, the provisions of Sections 1, 2, 3, 4, 5, 6, 7.2, 7.3, 7.4 and 9 shall survive and shall continue in full force and effect in accordance with their terms.

Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement (including Section 10.5 below): (a) all rights, licenses, consents and authorizations granted by either party to the other hereunder will immediately terminate; (b) NCIT shall promptly cease all use of any Licensee Data or Licensee’s Confidential Information and erase all Licensee Data and Licensee’s Confidential Information from all systems NCIT controls; provided that, (i) for clarity, NCIT’s obligations under this Section 10.4(b) do not apply to any Resultant Data, (ii) NCIT and its affiliates may retain, use and disclose Licensee Data or Licensee Confidential Information as required by Law, and (iii) NCIT and its affiliates may retain Licensee Data and Licensee Confidential Information in its regular backup, archived or disaster recovery systems or files; (c) Licensee shall promptly cease all use of any Services or NCIT Materials and (i) promptly return to NCIT, or at NCIT’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any NCIT Materials or NCIT’s Confidential Information; and (ii) permanently erase all NCIT Materials and NCIT’s Confidential Information from all systems Licensee directly or indirectly controls; provided that Licensee may retain NCIT Materials or NCIT’s Confidential Information in its regular backup, archived or disaster recovery systems or files, or as permitted by Section 9.4; an officer or director of Licensee shall, within 30 days from the effective date of the termination, certify in writing that all copies of the Software and Documentation have been returned, deleted and destroyed; (d) NCIT may disable all Licensee and Authorized User access to Hosted Services and NCIT Materials; (e) if Licensee terminates this Agreement pursuant to Section 10.3(b), Licensee will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and NCIT will refund to Licensee Fees paid in advance for Services that NCIT has not performed as of the effective date of termination; and (f) if NCIT terminates this Agreement pursuant to Section 10.3(a) or Section 10.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Licensee shall pay such Fees, together with all previously-accrued but not yet paid Fees, on receipt of NCIT’...