Common use of Discontinuation or Termination of Services Clause in Contracts

Discontinuation or Termination of Services. (a) A Recipient may discontinue its use of any such Service (i) upon written notice given to Provider of such Service not less than one hundred twenty (120) days prior to the proposed date of Service discontinuance or (ii) immediately upon the bankruptcy or insolvency of Provider. In addition, upon the occurrence and continuance of a breach or default by either party in connection with the provision of, or payment for, any Service hereunder for a period of ten (10) days after written notice thereof has been given to the defaulting party, the non-defaulting party may terminate such Service and shall have no further obligation to the other party with respect thereto. Upon termination of this Agreement or any Service to be provided hereunder, all unpaid fees with respect to Services provided prior to the date of termination of this Agreement or such Services, as applicable, shall be due and payable within thirty (30) days of the date of termination. Notwithstanding any termination of this Agreement or any Services to be provided hereunder, the provisions of Sections 3, 5, 6 and 8 shall remain in effect indefinitely or until such time as the obligations of both parties hereunder shall have been fully discharged. (b) Once a Service is discontinued or terminated in accordance with the terms of this Agreement, Provider shall, upon the request of Recipient, not again be obligated to later reinstate such Service; provided, however, that to -------- ------- the extent Provider is thereafter requested to provide any discontinued or terminated Service to Recipient, including any transition-related assistance necessary for any other organization to perform the discontinued or terminated Service, and Provider consents to provide such Service, the obligation of Provider to provide such service shall be subject to the limitations set forth in Section 2.3 hereof, and Provider shall be entitled to compensation reflecting the actual costs incurred by Provider with respect thereto consistent with the general payment terms contained herein.

Discontinuation or Termination of Services. (a) A Unless otherwise provided in the relevant Schedule for a particular Service, at any time after the Distribution Date, the Service Recipient may discontinue its use may, without cause and in accordance with the terms and conditions hereunder and the Separation and Distribution Agreement direct the discontinuation or termination of one or more specific Services by giving the Service Provider at least sixty (60) calendar days’ prior written notice or such other shorter notice specifically agreed by the Parties. Furthermore, any such discontinuation or termination will affect the amounts payable to the Service Provider under this Agreement in the following manner: (i) upon written notice given to Provider of such Service not less than one hundred twenty (120) days prior to the proposed date extent that the charges for the discontinued or terminated Services have been separately identified in the applicable Schedule, such separately identified charges shall not apply following the discontinuation or termination of Service discontinuance or those Services; and (ii) immediately upon from month to month, the bankruptcy Service Coordinators shall agree on the percentage reduction in Services and a commensurate percentage reduction in the amounts payable by the Service Recipient with respect to any Services which have been partially discontinued or insolvency terminated or for which the scope or amount has been narrowed. The Service Recipient shall be liable to the Service Provider for all costs and expenses the Service Provider or any member of Provider. In addition, upon the occurrence and continuance of a breach or default by either party Service Provider Group remains obligated to pay in connection with any discontinued or terminated Service or Services (including to a Third Party Provider), except in the provision of, or payment for, any case of a Service hereunder for a period terminated by the Service Recipient pursuant to clause (ii) of ten (10) days after written notice thereof has been given the first sentence of Section 7.1. The Parties shall cooperate as reasonably required to effectuate an orderly and systematic transfer to the defaulting party, the non-defaulting party may terminate such Service and shall have no further obligation to the other party with respect thereto. Upon termination Recipient Group of this Agreement or any Service to be provided hereunder, all unpaid fees with respect to Services provided prior to the date of termination of this Agreement or such Services, as applicable, shall be due and payable within thirty (30) days of the date duties and obligations previously performed by the Service Provider or a member of termination. Notwithstanding any termination of the Service Provider Group under this Agreement or any Services to be provided hereunder, the provisions of Sections 3, 5, 6 and 8 shall remain in effect indefinitely or until such time as the obligations of both parties hereunder shall have been fully dischargedAgreement. (b) Once Upon a Change in Control of the Service is discontinued Recipient or terminated in accordance the event the Service Recipient becomes a competitor of the Service Provider or a member of the Service Provider Group or becomes affiliated with a competitor of the terms Service Provider or of a member of the Service Provider Group, the Service Provider shall have the right, in its sole discretion, to terminate this Agreement or any or all of the applicable Services being provided under this Agreement upon thirty (30) calendar days’ prior written notice. For purposes of this Agreement, Provider shallthe term “Change in Control” shall have the meaning ascribed to such term in the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, upon as such plan exists as of the request of Recipient, not again be obligated to later reinstate such Service; provided, however, that to -------- ------- the extent Provider is thereafter requested to provide any discontinued or terminated Service to Recipient, including any transition-related assistance necessary for any other organization to perform the discontinued or terminated Service, date hereof and Provider consents to provide such Service, the obligation of Provider to provide such service shall be subject to the limitations set forth in Section 2.3 hereof, and Provider shall be entitled to compensation reflecting the actual costs incurred by Provider with respect thereto consistent with the general payment terms contained hereinterm “Company” as used in such definition to mean either ConocoPhillips or Xxxxxxxx 66 as applicable.

Discontinuation or Termination of Services. (a) A Unless otherwise provided in the relevant Exhibit for a particular Service, at any time after the Distribution Date, the Service Recipient may discontinue its use may, without cause and in accordance with the terms and conditions hereunder and the Separation and Distribution Agreement, request the discontinuation or termination of one or more specific Services by giving the Service Provider at least 60 days’ prior written notice. Furthermore, any such discontinuation or termination will affect the amounts payable to the Service Provider under this Agreement in the following manner: (i) upon written notice given to Provider of such Service not less than one hundred twenty (120) days prior to the proposed date extent that the charges for the discontinued or terminated Services have been separately identified in the applicable Exhibit, such separately identified charges shall not apply following the discontinuation or termination of Service discontinuance or those Services; and (ii) immediately upon from month to month, the bankruptcy Service Coordinators shall discuss the percentage reduction in Services and a commensurate percentage reduction in the amounts payable by the Service Recipient with respect to any Services which have been partially discontinued or insolvency terminated or for which the scope or amount has been narrowed. The Service Recipient shall be liable to the Service Provider for all costs and expenses the Service Provider or any member of Provider. In addition, upon the occurrence and continuance of a breach or default by either party Service Provider Group remains obligated to pay in connection with any discontinued or terminated Service or Services (including to a Third Party Provider), except in the provision of, or payment for, any case of a Service hereunder for a period terminated by the Service Recipient pursuant to clause (ii) of ten (10) days after written notice thereof has been given the first sentence of Section 7.1 hereof. The Parties shall cooperate as reasonably required to effectuate an orderly and systematic transfer to the defaulting party, the non-defaulting party may terminate such Service and shall have no further obligation to the other party with respect thereto. Upon termination Recipient Group of this Agreement or any Service to be provided hereunder, all unpaid fees with respect to Services provided prior to the date of termination of this Agreement or such Services, as applicable, shall be due and payable within thirty (30) days of the date duties and obligations previously performed by the Service Provider or a member of termination. Notwithstanding any termination of the Service Provider Group under this Agreement or any Services to be provided hereunder, the provisions of Sections 3, 5, 6 and 8 shall remain in effect indefinitely or until such time as the obligations of both parties hereunder shall have been fully dischargedAgreement. (b) Once Upon a Change in Control of the Service is discontinued Recipient, the Service Provider shall have right, in its sole discretion, to terminate this Agreement or terminated in accordance with any or all of the terms applicable Services being provided under this Agreement upon ninety (90) days’ prior written notice. For purposes of this Agreement, Provider shallthe term “Change in Control” shall have the meaning ascribed to such term in the El Paso Corporation 2005 Omnibus Incentive Compensation Plan, upon as such plan exists as of the request of Recipient, not again be obligated to later reinstate such Service; provided, however, that to -------- ------- the extent Provider is thereafter requested to provide any discontinued or terminated Service to Recipient, including any transition-related assistance necessary for any other organization to perform the discontinued or terminated Service, date hereof and Provider consents to provide such Service, the obligation of Provider to provide such service shall be subject to the limitations set forth in Section 2.3 hereof, and Provider shall be entitled to compensation reflecting the actual costs incurred by Provider with respect thereto consistent with the general payment terms contained hereinterm “Company” as used in such definition to mean either El Paso or EP Energy, as applicable.

Discontinuation or Termination of Services. (a) A Recipient may discontinue its use of any such Service (i) upon written notice given to Provider of such Service not less than one hundred twenty eighty (120180) days prior to the proposed date of Service discontinuance or (ii) immediately upon the bankruptcy or insolvency of Providerdiscontinuance. In addition, upon the occurrence and continuance of a breach or default by either party in connection with the provision of, or payment for, any Service hereunder for a period of ten (10) days after written notice thereof has been given to the defaulting party, the non-defaulting party may terminate such Service and shall have no further obligation to the other party with respect thereto. Upon termination of this Agreement or any Service to be provided hereunder, all unpaid fees with respect to Services provided prior to the date of termination of this Agreement or such Services, as applicable, shall be due and payable within thirty (30) days of the date of termination. Notwithstanding any termination of this Agreement or any Services to be provided hereunder, the provisions of Sections 3, 5, 6 and 8 shall remain in effect indefinitely or until such time as the obligations of both parties hereunder shall have been fully discharged. (b) Once a Service is discontinued or terminated in accordance with the terms of this Agreement, Provider shall, upon the request of Recipient, not again be obligated to later reinstate such Service; provided, however, that to -------- ------- the extent Provider is thereafter requested to -------- ------- provide any discontinued or terminated Service to Recipient, including any transition-related assistance necessary for any other organization to perform the discontinued or terminated Service, and Provider consents to provide such Service, the obligation of Provider to provide such service shall be subject to the limitations set forth in Section 2.3 hereof, and Provider shall be entitled to compensation reflecting the actual costs incurred by Provider with respect thereto consistent with the general payment terms contained herein.