Effect of Termination. Upon termination or expiration of this Agreement: # Seller shall have no further obligation to provide the Transition Services; and # ​ and the ​ shall have no further obligation to make payments in respect of any period following such expiration or termination except for amounts due and owing for Fees and Seller Expenses relating to any Transition Services rendered prior to such expiration or termination; provided that, for the avoidance of doubt, the provisions of ARTICLE 3 and ARTICLE 5 shall survive the expiration or termination of this Agreement.

Effect of Termination. Notwithstanding anything contained herein to the contrary, following any termination of this Agreement in its entirety under [Section 12.02(a)], all rights and licenses granted to Licensee hereunder shall revert back to Merck pursuant to [Section 12.05].

Effect of Termination. The termination of the Employee's employment pursuant to [section 6] shall not affect the Employee's obligations as described in [sections 7 and 8]8]. The Employee shall execute and deliver to the Company a Separation Agreement and Release in a form and substance reasonably satisfactory to the Company as a condition of entitlement to any payments following termination of employment pursuant

to this [section 6]. The rights and duties of the parties under [sections 6 through 17] of this Agreement shall survive the termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement by either NOVA or UBI as provided in [Section 7.01], this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of UBI, or NOVA. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement. Further, if either Party is unable to complete this transaction or unable to complete delivery of any of the requirements to consummate this contemplated transaction, this Agreement will be terminated, and UBI is authorized to revoke any newly issued Class C shares held in escrow, and will cause these shares to be returned to UBI's Treasury for cancellation.

Effect of Termination. If this Agreement is terminated as provided in [Section 7.1], all further obligations under this Agreement will terminate and no Party hereto will have any liability in respect of the termination of this Agreement; provided, however, that # the confidentiality obligations of Buyer and Seller described in [Section 4.3] will survive any such termination and # no such termination will relieve any Party from liability for fraud or for any breach of any representation, warranty, covenant or agreement set forth in this Agreement prior to such termination and in the event of fraud or such breach, the Parties hereto will be entitled to exercise any and all remedies available under law or equity in accordance with this Agreement.

Effect of Termination. Upon any termination of this Agreement:

Effect of Termination. Termination by either Party shall not relieve # Seller from its obligation to complete and deliver any unfinished order; # Seller from the warranty, risk of loss or indemnification provisions of [Sections 2.5, 2.6]6]., and 2.7; # Purchaser from its obligation to pay for unfinished orders or for Products received and accepted but not yet paid for; and # either Party from the provisions of Articles 4, 5, 6 and 7.

EFFECT OF TERMINATION. Upon termination of Employee’s employment hereunder by either Party regardless of the cause or reason, the Company shall pay Employee his accrued, unpaid wages through the Separation Date (as defined below). Such final payment, less any withholdings required by law or properly requested by Employee, shall be made on the next regular payday of the Company following the termination, in accordance with the Company’s normal payroll procedures. Except as otherwise provided in [Section 6] of this Agreement, no other payments, benefits or other remuneration shall be due or payable to Employee.

Effect of Termination. No Party may terminate this Agreement if such Party failed to perform or comply in all material respects with the terms and conditions of this Agreement, and such failure to perform or comply caused, or resulted in, the occurrence of one or more termination events specified herein. The date on which termination of this Agreement is effective in accordance with [Section 8] shall be referred to as an “Agreement Termination Date.” Upon the occurrence of an Agreement Termination Date, except as expressly provided in this Agreement, # this Agreement shall be of no further force and effect, and # each Party shall be released from its commitments, undertakings, and agreements under this Agreement and shall have the rights that it would have had, had it not entered into this Agreement, and shall be entitled to take all actions, whether with respect to the transactions contemplated by this Agreement or otherwise, that it would have been entitled to take had it not entered into this Agreement; provided, however, that [Section 4.03(a)(vi)], this [Section 8.07], [Section 10.04], [Section 10.06], [Section 10.08], [Section 10.10], [Section 10.11], [Section 10.12] and [Section 10.14] shall survive termination of this Agreement. Notwithstanding anything to the contrary in this Agreement, the foregoing shall not be construed to prohibit any of the Parties from contesting whether any such termination is in accordance with the terms of this Agreement. Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict any right of any Party, or the ability of any Party to protect and preserve its rights, remedies, and interests, including its claims against any EFH/EFIH Debtor or any other Party. Nothing in this [Section 8.07] shall restrict any EFH/EFIH Debtor’s right to terminate this Agreement in accordance with [Section 8.02(l)].

Effect of Complete Termination. Notwithstanding anything to the contrary in [Section 8.3], and subject to the requirements of Code Section 409A and Treasury Regulations §1.409A-3(j)(4)(ix), the Employer may completely terminate and liquidate the Agreement in accordance with [[subsections (a), (b) or (c)])])]])])] below. In the event of such a complete termination in accordance with ​, the Employer shall pay the Executive the Deferral Account balance. In the event of such a complete termination in accordance with [[subsection (b) or (c)])]])], the Employer shall pay the Executive the Deferral Account balance, plus an additional amount equal to the Contributions remaining to be made in accordance with [Article 2] provided, however, that no earnings per share requirement shall apply. In any event, such complete termination of the Agreement shall occur only under the following circumstances and conditions.