Common use of Agreement Termination Charges Calculation Clause in Contracts

Agreement Termination Charges Calculation. ‌ (i) If DIR terminates the Agreement in its entirety pursuant to Section 20.2, Termination for Convenience, of the Agreement, the Termination Charges payable with respect to such termination shall be the sum of the applicable costs described in Section 12. If DIR terminates a service area or otherwise terminates the Agreement in part pursuant to Section 20.2 of the Agreement, the Termination Charges payable with respect to such termination shall be the sum of the applicable costs described in Section 11 above, equitably reduced in proportion to the portion of the terminated Services. (ii) Service Component Provider shall invoice DIR for the Termination Charges owed following the date such Termination Charges are calculated pursuant to Section 20.10(b), Termination Charges, of the Agreement, and such invoice shall be due and payable in accordance with Section 12 of the Agreement. Service Component Provider shall prepare an itemized calculation of the potential Termination Charges and deliver it to DIR within thirty (30) days after Service Component Provider’s receipt of the notice of termination. Such calculation shall contain such documentation as is reasonably necessary to validate the potential Termination Charges. For the avoidance of doubt, DIR shall be entitled to audit the Termination Charges in accordance with Section 9.9, Audit Rights, of the Agreement.

Appears in 4 contracts

Samples: Master Services Agreement, Master Services Agreement, Master Services Agreement

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Agreement Termination Charges Calculation. (i) If DIR terminates the Agreement in its entirety pursuant to Section 20.2, Termination for Convenience, of the Agreement, the Termination Charges payable with respect to such termination shall be the sum of the applicable costs described in Section 12. If DIR terminates a service area or otherwise terminates the Agreement in part pursuant to Section 20.2 of the Agreement, the Termination Charges payable with respect to such termination shall be the sum of the applicable costs described in Section 11 above, equitably reduced in proportion to the portion of the terminated Services. (ii) Service Component Provider shall invoice DIR for the Termination Charges owed following the date such Termination Charges are calculated pursuant to Section 20.10(b), Termination Charges, of the Agreement, and such invoice shall be due and payable in accordance with Section 12 of the Agreement. Service Component Provider shall prepare an itemized calculation of the potential Termination Charges and deliver it to DIR within thirty (30) days after Service Component Provider’s receipt of the notice of termination. Such calculation shall contain such documentation as is reasonably necessary to validate the potential Termination Charges. For the avoidance of doubt, DIR shall be entitled to audit the Termination Charges in accordance with Section 9.9, Audit Rights, of the Agreement.

Appears in 1 contract

Samples: Master Services Agreement

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