DISCHARGE OR ASSIGNMENT OF THE AGREEMENT Sample Clauses

DISCHARGE OR ASSIGNMENT OF THE AGREEMENT. 4.3.1 The duty of the Contractor to assist Upon discharge of the Agreement, irrespective of the reason therefore, the Contractor shall, as part of the deliverables, make available the necessary services during the phase-out period, in order that necessary actions may be carried out with the minimum possible operational interruptions for the Customer. The Contractor shall also assist the Customer in connection with the preparations for the conclusion of a new agreement, and shall provide such information as is necessary in connection with such preparations. The Customer may specify, in Appendix 1, what information is to be provided, as a minimum, by the Contractor in connection with such preparations, and when it shall be provided. The specification in Appendix 1 is not exhaustive. The phase-out period shall last for up to six (6) months before and sixty (60) calendar days after the maintenance services have been established on the part of the Customer or a new contractor. The Contractor shall make available personnel with the same competency and availability, and render services of the same quality, as defined and practised for corresponding services during the agreement term, in order that the maintenance services remain fully adequate until the Agreement comes to an end, whilst the Customer or any new maintenance contractor receives fully adequate support during the changeover process. The Contractor is also obliged to contribute to the transfer of competency to the new maintenance organisation. Necessary assistance may, inter alia, include: • Assistance in the planning of the changeover project • Assistance with the final changeover to a different contractor In addition, the Contractor shall, without undue delay, complete and update maintenance documentation for transfer to the Customer or a new provider, and shall, without undue delay, transfer to the Customer all equipment, software, documentation, data, back-ups and other materials that are in the possession of the Contractor and that belong to the Customer. If the Customer is to be entitled to purchase equipment and software that have only been used for the Customer, the applicable prices and terms shall be set out in Appendix 7. The Customer shall pay a consideration for the deliverables mentioned under this Clause pursuant to the Contractor’s hourly charges as stipulated in Appendix 7 or, alternatively, pursuant to special prices applicable to such services as specified in Appendix 7. Nevertheless...
Sample 1
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Related to DISCHARGE OR ASSIGNMENT OF THE AGREEMENT

  • Assignment of the Agreement This Agreement and the rights hereunder may be assigned by FirstLink to any majority-owned subsidiary of FirstLink or to an affiliate or party acquiring all or substantially all of the assets of FirstLink upon prior written consent of Owner. Such consent shall not be unreasonably withheld. Alternatively, the Agreement may be assigned by FirstLink to any FirstLink subsidiary so long as FirstLink agrees in writing that it shall remain liable for all obligations arising under this Agreement. FirstLink may also assign this Agreement to any party providing financing to FirstLink; provided that such assignment shall not relieve FirstLink from its obligations hereunder. In connection with a sale or disposition of the Properties, Owner shall request FirstLink's written consent to assign this Agreement and shall require any subsequent owner of the Properties to assume this Agreement and the rights and obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the respective parties to this Agreement.

  • Enforcement of the Agreement The parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereto, this being in addition to any other remedy to which they are entitled at law or in equity.

  • Amendment of the Agreement The Agreement is hereby amended as follows:

  • Termination of the Agreement In the event of failure by the participant to perform any of the obligations arising from the agreement, and regardless of the consequences provided for under the applicable law, the institution is legally entitled to terminate or cancel the agreement without any further legal formality where no action is taken by the participant within one month of receiving notification by registered letter. If the participant terminates the agreement before its agreement ends or if he/she fails to follow the agreement in accordance with the rules, he/she shall have to refund the amount of the grant already paid, except if agreed differently with the sending organisation. In case of termination by the participant due to "force majeure", i.e. an unforeseeable exceptional situation or event beyond the participant's control and not attributable to error or negligence on his/her part, the participant shall be entitled to receive at least the amount of the grant corresponding to the actual duration of the mobility period. Any remaining funds shall have to be refunded, except if agreed differently with the sending organisation.

  • Modification of the Agreement Notwithstanding any of the provisions of this Agreement, the parties may agree to amend this Agreement. No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto. No oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto.

  • Assignment of Rights and Obligations (a) Without Owners’ prior written consent, Managing Agent shall not sell, transfer, assign or otherwise dispose of or mortgage, hypothecate or otherwise encumber or permit or suffer any encumbrance of all or any part of its rights and obligations hereunder, and any transfer, encumbrance or other disposition of an interest herein made or attempted in violation of this paragraph shall be void and ineffective, and shall not be binding upon Owners. Notwithstanding the foregoing, Managing Agent may assign its rights and delegate its obligations under this Agreement to any subsidiary of Parent so long as such subsidiary is then and remains Controlled by Parent.

  • Transfer or Assignment (i) Counterparty shall have the right to transfer or assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions:

  • DELEGATION AND/OR ASSIGNMENT The contractor shall not assign the contract in whole or in part or any payment arising there from without the prior written consent of the State Procurement Official. The contractor may delegate facilitation of contract orders to their “Authorized/Certified Dealers” only. This delegation will in no way relieve the contractor of any contractual obligations set forth in this Contract Award.

  • Breach of the Agreement The Beneficiary commits a material breach of its obligations under this Agreement;

  • CESSION, ASSIGNMENT AND TRANSFER 30.1 The Licensee is not entitled to cede, assign or transfer any of its rights, title or interest in the Agreement without XXXXX’s consent, which consent must not be unreasonably withheld.

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