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Parties | SUNTRON-IOWA, INC. |
Parties | Mutual Insurance Corporation of America |
Parties | Premier Nutrition Corporation |
Parties | "Distributor" |
Parties | Kes 7 Capital Inc |
Parties | each individually “a Party,” and collectively, “the Parties.” |
Parties-Answer | American Express Incentive Services, L.L.C. ("AEIS"); Schoolpop, Inc. ("Schoolpop") |
Parties | BANK OF SOUTH PACIFIC LIMITED |
Parties | AZUL LINHAS AÉREAS BRASILEIRAS S/A |
Parties | King Pharmaceuticals, Inc. |
Parties | “Operating Partnership” |
Parties | AstroNutrition.com |
Parties | MOUNT KNOWLEDGE HOLDINGS INC. |
Parties | GUARANTY BANK |
Parties | "SHPS" |
Parties | “Ono” |
Parties | TWK Holdings, LLC |
Parties | the Reseller named above |
Parties | RMF Empire, Inc. DBA West Coast Customs |
Parties | “Lessor” |
Parties | "XLI" |
Parties | “Company” |
Parties | HERTZ GROUP REALTY TRUST, INC. |
Parties | “Talent” |
Parties | “we,” “us” and “our” refers to Pizza Fusion Holding, Inc., the franchisor |
Parties | “ADMA” |
Parties | "Company" |
Parties | ZOGENIX, INC. |
Parties-Answer | MediaNet Group Technologies, Inc. ("MEDIANET GROUP TECHNOLOGIES"); International Direct Response, Inc. ("RESELLER") |
Parties-Answer | VITALIBIS INC ("Licensee"); VOTOCAST, Inc. ("VOTOCAST") |
Parties | Datec |
Parties-Answer | THE HERTZ CORPORATION ("THC"); HERTZ SYSTEM, INC. ("HSI"); HERC RENTALS INC. ("HERC"); (hereinafter referred to collectively the "Parties", and individually as a "party" |
Parties | Transoceanic Communications Incorporated |
Parties | First Data Merchant Services Corporation |
Parties | “PB” |
Parties | Vitamin Shoppe Industries, Inc. |
Parties-Answer | TransMontaigne Management Company, LLC ("EmployeeCo"); TLP Management Services, LLC ("Operating Company"); (each "Party," collectively "Parties") |
Parties | “UTEK” |
Parties | “Owner” |
Parties | Delteq Pte Ltd |
Parties | SAN DIEGO BALLPARK FUNDING LLC SPONSOR |
Parties | “Aduro” |
Parties | Stephen A. Schwarzman |
Parties | Premier Nutrition Corporation |
Parties-Answer | Equifax Inc. ("Equifax"); Certegy Inc. ("Certegy") |
Parties | "Distributor" |
Parties | Marathon Focus Fund L.P. |
Parties | Vertex Energy Operating, LLC |
Parties-Answer | Veoneer AB (“VeoneerAB”); Veoneer US, Inc. (“Veoneer US", and together with Veoneer AB, the “Veoneer Parties”); Nissin Kogyo Co., Ltd. (“Nissin”); Nissin Kogyo Holdings USA, Inc. (“NissinHolding”); Zhongshan Nissin Industry Co., Ltd. (“NBZ”, and together with Nissin andNissin Holding, the “Nissin Parties”) |
Parties | “AbbVie” |
Parties | VIATEL |
Parties-Answer | Cardlytics, Inc. ("Supplier"); Bank of America, N.A ("Bank of America) |
Parties | “DIALOG” |
Parties-Answer | UBS ONCOLOGY IMPACT FUND L.P.; ONCOLOGY IMPACT FUND (CAYMAN) MANAGEMENT L.P.; MPM ONCOLOGY IMPACT MANAGEMENT LP; MPM ONCOLOGY IMPACT MANAGEMENT GP LLC |
Parties-Answer | Farids & Co. LLC ("Farids"); Edible Arrangements, LLC ("EA"); Rocky Mountain Chocolate Factory, Inc. ("Company") |
Parties | ESPACIO INFORMATION TECHNOLOGY, SA. |
Parties | StarHub Pte Ltd |
Parties | (MS and MSCI individually referred to as a “Party” and collectively as the “Parties”). |
Parties | “Client” |
Parties | "ETI" |
Parties | Co-Diagnostics, Inc. |
Parties | Blackstone / GSO Long-Short Credit Income Fund |
Parties | MERCATA, Inc. |
Parties-Answer | SYSTEMS APPLICATIONS PRODUCTS (AFRICA) (PTY) LIMITED ("SAP AFRICA"); TELKOM SOUTH AFRICA LIMITED ("TELKOM") |
Parties | Yorkville Advisors Global II, LLC |
Parties | "Purolator" |
Parties | the “Fund” |
Parties | “Heritage” |
Parties | "Customer" |
Parties | "VNI" |
Parties | “SMBC” |
Parties | LeadersOnline, Inc. |
Parties | Anixa Biosciences, Inc. |
Parties-Answer | Electrameccanica Vehicles Corp ("EMV"); Chongqing Zongshen Automobile Industry Co., LTD. ("Manufacturer"); ELECTRAMECCANICA VEHICLES CORP ("EMV") |
Parties | “Client” |
Parties | Telekom Malaysia Berhad (128740-P) |
Parties | "Vendor" |
Parties | APOLLO MANAGEMENT HOLDINGS GP, LLC |
Parties | Tele Danmark A/S |
Parties-Answer | Lightbridge Corporation ("Lightbridge"); Lloyds Register FNMA ("Lloyds"); "Lloyds" and together with "Lightbridge" ("Parties") |
Post-termination Services | (b) Inktomi may deliver that portion of the Collateral (as defined in the Loan Agreement) which was purchased with Advances evidenced by the then-outstanding Promissory Notes (as defined in the Loan Agreement) (the "Returned Collateral") to Microsoft, and assign all right, title and interest in and to said Returned Collateral to Microsoft, and promptly upon such delivery and assignment Inktomi may require Microsoft to pay to Inktomi, in [*] immediately following the effective date of termination, an amount equal to [*] ([*]) of all outstanding principal, interest and other amounts owed or owing to Microsoft by Inktomi on the date of termination under the Loan Agreement (and outstanding Promissory Notes issued thereunder); provided, however, that the following conditions must be satisfied for Inktomi to be entitled to elect this alternative (b)- <omitted> |
Post-termination Services | Upon termination of this Agreement by Customer in whole or in part or upon the termination of any Facility Addendum, in each case, pursuant to Section 7.3, 7.4, 7.5 or 7.6, and on a terminated-Product-by-terminated-Product basis, at Customer’s option and pursuant to Customer’s instructions, Manufacturer shall provide Customer with sufficient inventory of such terminated Product to ensure business continuity according to then-current terms and pricing (subject to Section 3) until the earlier of: (i) Customer’s identification of, and securing of Regulatory Approval for, another supplier of such terminated Product or (ii) unless otherwise set forth in the applicable Facility Addendum as the “Inventory Tail Period” for such Product, a time period that reflects Customer’s reasonable needs of such Product as mutually agreed upon by the Parties in good faith. |
Post-termination Services | In the event that SFJ terminates this Agreement pursuant to this Section 14.2.6, then, in exchange for purchasing the Trial Data Package including the Research Results included therein as set forth in Section 11.1.1.4, PB will pay to SFJ within [***] of the date of termination an amount equal to one hundred fifty percent (150%) of Development Costs which were paid or incurred by SFJ. PB or its successor (whose performance shall be guaranteed by PB) shall be obligated to continue to exercise Commercially Reasonable Effort to develop the Product and seek Regulatory Approval as set forth herein following the date of such termination including the Trial Data Package including the Research Results included therein as set forth in Section 11.1.1.4, PB shall remain obligated to pay any Approval Payments that become due and payable pursuant to ARTICLE 6 at such time as such Approval Payments become due and payable (if ever) pursuant to ARTICLE 6 (except to the extent of the amount of any Buy-Out Payment paid by PB pursuant to Section 6.7), provided that such Approval Payments (or Buy-Out Payment, as applicable) shall be adjusted as set forth in Section 6.2, and shall be reduced by the amount previously paid to SFJ as set forth in this Section 14.2.6. |
Post-termination Services | 14.1.1 all rights and licenses granted to Aimmune hereunder shall immediately terminate and be of no further force and effect and Aimmune shall cease Developing, Commercializing, Manufacturing and Packaging and Labeling such Product in and for all applicable countries; provided, that Aimmune and its Affiliates will be entitled, during the period <omitted> ending on the last day of the [***] following the effective date of such termination, to sell any inventory of Product affected by such termination that remains on hand as of the effective date of the termination, so long as Aimmune pays to Xencor all amounts payable hereunder (including milestones) applicable to said subsequent sales, as applicable, in accordance with the terms and conditions set forth in this Agreement and otherwise complies with the terms set forth in this Agreement. |
Post-termination Services | Upon termination or expiration, this Agreement and all rights granted hereunderto you will forthwith terminate, and:
<omitted> |
Post-termination Services | The audit rights set forth herein shall continue for one (1) year following the termination of this Agreement for any reason. |
Post-termination Services | If at the time of such termination, Sanofi or its Affiliates are conducting any Clinical Trials (including Registrational Clinical Trials) of a Termination Product, then, at RevMed’s election on a trial-by-trial basis, Sanofi shall cooperate, and shall ensure that its Affiliates cooperate, with RevMed to transfer the conduct of all such Clinical Trials to RevMed within [***] after the effective date of such transfer (to the extent practical in light of applicable regulatory and patient safety concerns) and RevMed shall assume any and all liability, and is liable, for such Clinical Trials conducted after the effective date of such termination (except to the extent Sanofi has an obligation of indemnification under Article XIV existing for a claim that arose prior to the effective date of such termination). |
Post-termination Services | On its resignation or termination, the Servicer will cooperate with the Issuer, the Owner Trustee, the Indenture Trustee and the Successor Servicer in effecting (i) the termination of its rights and obligations under this Agreement and (ii) an orderly transition of such rights and obligations to the Successor Servicer. |
Post-termination Services | Within [***] of the effective date of such termination (or as promptly as practical thereafter, if such period is not practical under Applicable Law), [***], Sanofi shall transfer and assign to RevMed all Regulatory Approvals relating to Termination Products, and, to the extent not previously provided to RevMed, transfer other Regulatory Materials including data from preclinical, non-clinical and clinical studies conducted by or on behalf of Sanofi, its Affiliates or Sublicensees on any Termination Products and all pharmacovigilance data (including all adverse event databases) on any Termination Products. |
Post-termination Services | Upon termination (but not expiration) of this Agreement for any reason, Licensee shall be entitled to use the Licensed Domain Names and Licensed Content for a limited period of time, not to exceed ninety (90) days, during which it shall diligently work to transition to another solution. |
Post-termination Services | On termination or expiry of this Agreement Philips shall facilitate an orderly transition of suppliers from Philips to Customer in accordance with the requirements outlined in Section 5.4 (Material Supplier Contracts) of the Purchase Agreement, including using commercially reasonable best efforts to assist Customer to enter into supply agreements directly with the counterparties to the Material Supplier Contracts (as defined in the Purchase Agreement) on terms that are satisfactory to the Customer, acting reasonably. |
Post-termination Services | The Parties shall reasonably cooperate and mutually agree to facilitate the provision of any additional reasonable Technical Support with respect to the applicable Product or Products to Customer, including assistance through the transfer process, Manufacturer Personnel visits to the Receiving Site and training and troubleshooting during the Receiving Site’s first production run of the applicable Product or Products, in each case, as and to the extent reasonably agreed by Manufacturer in each instance (and subject to Sections 2.10(d), 2.10(e) and 2.10(f)). |
Post-termination Services | In the case of a termination of this Agreement, Sanofi (with respect to the Termination Products in the Licensed Territory), shall be entitled, for a period of [***] after termination, to (i) complete Manufacture of work-in-progress, and (ii) continue conducting Commercialization activities being conducted by Sanofi hereunder as of such termination (if applicable, with respect to the terminated country(ies)), to the extent related to Termination Product in Sanofi’s inventory as of such termination (or added to such inventory as a result of the completion described in clause (i)), provided that Sanofi fulfills its payment obligations under this Agreement in connection with such inventory sell-off, provided further that the payment of royalties to RevMed and the sharing of Net Profits and Net Losses under the Profit/Loss Share Agreement shall continue to apply during the sell-off period. |
Post-termination Services | The terms and provisions of this Agreement shall continue to apply to the activities and outcomes of any such RESEARCH PROJECTS, notwithstanding the termination of this Agreement, unless provided otherwise in the relevant SCHEDULE or by written agreement of the Parties upon termination. |
Post-termination Services | The Parties (including Online BVI on behalf of the Online Group) agree to maintain records (i) of all information reasonably necessary to verify all calculations to be made under Section 8.3.2, and (ii) supporting, verifying and necessary to demonstrate the calculation and collection of fees and/or revenue, as well as any deductions thereto, and payments made hereunder, including, without limitation, budgets, purchase orders, expense records, invoices, correspondence, banking and financial and other records pertaining to the determination of Gross Revenue, Direct Expenses and Adjusted Net Revenue, during the term of this Agreement and for a period of two (2) years following the expiration or termination hereof. |
Post-termination Services | During the Term of this agreement, and for a period of twenty four (24)months after Termination (the “Withholding Period”), Contractor may retain monies (collections in Accounts Receivable) against any reasonable anticipated deductions for product recalls, unsalables, rebates, allowances or any audits or other adjustments it deems necessary. |
Post-termination Services | Except as otherwise provided in Subsection 3(b) below, within [*] calendar days after termination or expiration of the Agreement (or this Attachment 6, in the event of termination in part) for any reason, MSL shall return to IBM all MS Software Image(s) master media and all MS Software Image documentation which has not been placed in a Product package prior to such termination or expiration, and MSL shall provide written notice to IBM signed by a representative certifying that MSL has fulfilled such requirements. |
Post-termination Services | (d) Audits will be limited to one audit in any calendar year. |
Post-termination Services | At the Supplier's option, on termination of this agreement: |
Post-termination Services | Upon the expiration or termination of this Agreement, pursuant to Section 4.1 or 4.2 hereof, the Company may, at its option to be exercised within 30 days of the date of the termination of this Agreement, and in its sole discretion, repurchase any Products in the possession of the Distributor at the net invoice price paid by the Distributor to the Company less any applicable special allowances, discounts, shipping or allowances for cooperative advertising. |