a termination pursuant to any of
subsections (b), (c), (d), or (e) above or upon expiration of this Agreement
pursuant to subsection (a) above, Conor shall not have any obligation to
Distributor, or to any employee of Distributor, for compensation or for damages
of any kind, whether on account of the loss by Distributor or such employee of
present or prospective sales, investments, compensation or goodwill.
Distributor, for itself and on behalf of each of its employees, hereby waives
any rights which may be granted to it or them under the laws and regulations of
the Territory or otherwise which are not granted to it or them by this
Agreement. Distributor hereby indemnifies and holds Conor harmless from and
against any and all claims, costs, damages and liabilities whatsoever asserted
by any employee, agent or representative of Distributor under any applicable
termination, labor, social security or other similar laws or regulations.
(g) Payments owed on termination. Termination of this Agreement shall not affect
the obligation of Distributor to pay Conor all amounts owing or to become owing
as a result of the Product tendered or delivered to Distributor on or before the
date of such termination, as well as interest thereon to the extent any such
amounts are paid after the date they became or will become due pursuant to this
Agreement.
(h) Transfer of Licenses, Permits and Approvals. Upon termination of this
Agreement, Distributor shall transfer, if legally able to do so, to Conor any
and all licenses, permits and approvals that Distributor obtained in accordance
with Section 30.
(i) Surviving provisions. Notwithstanding anything else in this Agreement to the
contrary, the parties agree that Sections 2(e), 2(f), 3(b) and Articles 7 (as to
the Product sold during the term), 9, 11(b), 13, 14, 15, 19, 20, 22, 24, 26, 27,
30, and 31 shall survive the termination or expiration of this Agreement, as the
case may be, to the extent required thereby for the full observation and
performance by any or all of the parties hereto.
15. SELL-OFF PERIOD; REPURCHASE OF INVENTORY.
(a) Sell-Off Period. Upon termination or expiration of this Agreement other than
by Conor pursuant to Section 14(c) or Section 14(d), Distributor shall have the
right to sell off its remaining inventory of the Product on a non-exclusive
basis for four (4) months after such termination or expiration or for so long as
such inventory exists, whichever is shorter; provided, however, that Distributor
shall comply with all terms and conditions of this Agreement, including those
that restrict reselling activities, in effect immediately prior to termination
or expiration. Distributor's rights under this Section 15(a) are expressly
subject to Conor's option to repurchase Distributor's inventory of the Product,
as set forth in Section 15(b).
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
12.
(b) Option