Disentanglement Process Clause Samples

Disentanglement Process. ‌ In the event that the Term of this Agreement or any portion of the Services is terminated by either Party, the Disentanglement process shall begin on the date that any Termination Notice is delivered, or, if no Termination Notice has yet been delivered, the Disentanglement process shall begin on the date that is nine (9) months prior to the expiration of the Term (as applicable, the “Disentanglement Commencement Date”) and, unless the Parties subsequently agree in writing to renew the Term, Vendor shall continue to provide Disentanglement Services, in accordance with this Section 15 or as the Commonwealth reasonably requests, until the earlier of a Disentanglement satisfactory to the Commonwealth has been completed, or a period that may last up to twenty-four (24) months after receipt of the notice of termination of this Agreement or a portion of the Services. As soon as reasonably practicable after the Disentanglement Commencement Date, Vendor and the Commonwealth, and any third-party service-providers, shall confer and negotiate in good faith to reach mutual agreement on and document within thirty (30) days after such Termination Date, a written plan (a “Disentanglement Transition Plan”) that: (i) allocates responsibilities for Disentanglement and transition of the Services among the Parties and, to the extent applicable, such third-party service-providers; and (ii) sets forth in reasonable detail the respective services to be provided by each of the Parties and such third-party service-providers, including all Disentanglement Services to be performed by Vendor. Unless otherwise agreed by the Parties in writing, such plan shall not in any respect lessen or eliminate Vendor’s obligations under this Agreement to provide all Disentanglement Services reasonably requested by the Commonwealth. Vendor shall update such Disentanglement Transition Plan from time to time, as appropriate and subject to the Commonwealth’s reasonable approval, in order to address any impact of any unexpected changes in the Services or the observed Service Level performance, or the in hardware, Software, or other resources used to provide the Services, as such Disentanglement progresses. Vendor shall be required to perform its Disentanglement services on an expedited basis, as determined by the Commonwealth, if the Commonwealth terminates the Term or any portion of the Services pursuant to Sections 14.5 or 14.6 hereof. For avoidance of doubt, in the event of a termination pursuant t...

Disentanglement Process. Contractor and SDCERA shall discuss in good faith a plan for Contractor’s Disentanglement that shall not lessen in any respect Contractor’s Disentanglement obligations. If SDCERA requires the provision of Transitioning Services after expiration or termination of the Agreement or Disentanglement work not otherwise required under this Agreement, for which additional compensation will be due, such services shall be compensated at: (i) the applicable rates in Agreement or a reasonable pro-rata of those prices, or (ii) if no applicable rates apply, no more than Contractor’s costs. Such work must be approved in writing by SDCERA approval of a written Disentanglement plan or separately in writing and is subject to the Compensation clause on the signature page. Contractor’s obligation to provide Disentanglement services shall not cease until all Disentanglement obligations are completed to SDCERA’s reasonable satisfaction, including the performance by Contractor of all Specific Obligations of Contractor. SDCERA shall not require Contractor to perform Transitioning Services beyond 12 months after expiration or termination, provided that Contractor meets all Disentanglement obligations and other obligations under Agreement.

Disentanglement Process. Contractor and County shall discuss in good faith a plan for Contractor’s Disentanglement that shall not lessen in any respect Contractor’s Disentanglement obligations. If County requires the provision of Transitioning Services after expiration or termination of the Agreement or Disentanglement work not otherwise required under this Agreement, for which additional compensation will be due, such services shall be compensated at: (i) the applicable rates in Agreement or a reasonable pro-rata of those prices, or (ii) if no applicable rates apply, no more than Contractor’s costs. Such work must be approved in writing by County approval of a written Disentanglement plan or separately in writing and is subject to the Compensation clause on the signature page. Contractor’s obligation to provide Disentanglement services shall not cease until all Disentanglement obligations are completed to County’s reasonable satisfaction, including the performance by Contractor of all Specific Obligations of Contractor. County shall not require Contractor to perform Transitioning Services beyond 12 months after expiration or termination, provided that Contractor meets all Disentanglement obligations and other obligations under Agreement.

Disentanglement Process. The Disentanglement process shall begin on any of the following dates: (i) the date County notifies Contractor that no funds or insufficient funds have been appropriated so that the Term shall be terminated pursuant to the Agreement, Article 7; (ii) the date designated by County not earlier than sixty (60) days prior to the end of any initial or extended term that County has not elected to extend pursuant to the Agreement’s, Signature Page, Contract Term; or (iii) the date any Termination Notice is delivered, if County elects to terminate any or all of the Services pursuant to the Agreement, Article

Disentanglement Process. The Disentanglement process shall begin on the earlier of the following dates: (i) ninety (90) days prior to the end of any initial or extended term that Client has not elected to extend pursuant to Section 12.1; or (ii) the date a Termination Notice is delivered pursuant to Section 12. Subject to Section 12.5, Contractor's obligation to perform Services, and Client's obligation to pay for Services (other than for Services previously performed and not yet paid for in accordance with the terms hereof), shall expire: (A) at the end of the initial or extended term set forth in Section 12.1; or (B) on the applicable Termination Date specified pursuant to Section 12 (with the date on which Contractor's obligation to perform the applicable Services expires being referred to herein as the "Expiration Date"); Contractor and Client shall discuss in good faith a plan for determining the nature and extent of Contractor's Disentanglement obligations and for the transfer of Services in process, provided, however, that Contractor's obligations under this Agreement to provide all Disentanglement services reasonably requested by Client shall not be lessened in any respect.

Disentanglement Process. Provider's Disentanglement obligations commence on the Disentanglement Commencement Date and terminate no later than one (1) year from such date, unless otherwise extended by mutual agreement of the Parties. During Disentanglement, Provider shall continue to perform Services until the applicable Disentanglement Cutover Date, provided, however that such Services shall be performed in compliance with the then existing SLAs. Notwithstanding the foregoing, nothing herein shall obligate Provider to continue to provide Services during Disentanglement or perform its Disentanglement obligations in the event the State fails to make any of the payments described in this Section 16. Provider and the State shall negotiate in good faith the terms of a Disentanglement Plan for determining the nature and extent of Provider's Disentanglement obligations and for the transition of the provision of Services by Provider to the State or its designated third-party provider. During Disentanglement, Provider shall be compensated by the State for the following: (i) Services performed by Provider until the Disentanglement Cutover Date at the then current rates being charged to the State as set forth in Schedule B; (ii) direct costs incurred by Provider in connection with the provision of support and other services to the State or its designated third-party replacement in connection with Disentanglement on time-and-materials basis; and (iii) the reimbursement costs described in Section 16.1.5.

Disentanglement Process. (a) If requested by Client in writing, a Disentanglement Period will commence as of (i) the specified termination date in a termination notice given by a party if this Agreement or any portion thereof is earlier terminated, or (ii) [***] months prior to the expiration of any Statement of Work (a “Disentanglement Commencement Date”), and shall continue for a period of up to [***] months therefrom (collectively, the “Disentanglement Period”). No later than thirty (30) days following a Disentanglement Commencement Date, the parties and any third party service providers shall work in good faith to reach a mutually agreeable agreement on and document a detailed written plan for the separation of equipment, software, data, and documentation owned, licensed or leased by any Service Recipient and used by GMS and all operations performed by GMS, its Affiliates or Subcontractors (a “Disentanglement Transition Plan”) that: (A) allocates responsibilities for Disentanglement and transition of the Services between the parties and, to the extent applicable, such third party service providers; (B) defines phases, tasks, timelines and major milestones identified in transitioning Services back to applicable Service Recipients (or their designees); and (C) sets forth in reasonable detail the respective services to be provided by each of the parties and such third party service providers, including all Services with respect to Disentanglement to be performed by GMS. GMS shall update each such Disentanglement Transition Plan from time to time, as appropriate and subject to Client’s reasonable approval, in order to address any impact of any unexpected changes in the Services or the observed Service Level or KPI performance, or the hardware, software, or other resources used to provide the Services, as such Disentanglement progresses. GMS shall be required to perform its Disentanglement Services on a reasonably expedited basis, as reasonably determined by Client, if Client terminates the Term or any portion of the Services pursuant to Sections 3.3.1(b)(iii), 3.3.1(b)(iv), 3.3.1(b)(v) or 3.3.1(b)(vi). For clarity, GMS’ obligation to provide such Services with respect to any Disentanglement shall terminate on the earlier of (1) completion of Disentanglement in accordance with the terms of this Agreement, or (2) [***] months following the applicable termination date. For the avoidance of doubt, during any Disentanglement, GMS shall continue to perform Services underlying such Disen...

Disentanglement Process. Counsel and SDCERA shall discuss in good faith a plan for Counsel’s Disentanglement that shall not lessen in any respect Counsel’s Disentanglement obligations. If SDCERA requires the provision of Transitioning Services after expiration or termination of the Agreement or Disentanglement work not otherwise required under this Agreement, for which additional compensation will be due, such services shall be compensated at: (i) the applicable rates in Agreement or a reasonable pro-rata of those prices, or (ii) if no applicable rates apply, no more than Counsel’s costs. Such work must be approved in writing by SDCERA approval of a written Disentanglement plan or separately in writing and is subject to the Compensation clause on the signature page. Counsel’s obligation to provide Disentanglement services shall not cease until all Disentanglement obligations are completed to SDCERA’s reasonable satisfaction, including the performance by Counsel of all Specific Obligations of Counsel. SDCERA shall not require Counsel to perform Transitioning Services beyond 12 months after expiration or termination, provided that Counsel meets all Disentanglement obligations and other obligations under the Agreement.

Disentanglement Process. The Disentanglement process shall begin on any of the following dates: (i) the date designated by Investors not earlier than one hundred eighty (180) calendar days prior to the end of any Term that Investors has not elected to extend or renew pursuant to Section 11.1; or (ii) the date any valid Termination Notice is delivered, if Investors elects to terminate any or all of the Services pursuant to Sections 11.2, Section 11.3, Section 11.4, or Section 11.5. Subject to Section 11.1.4, Provider’s obligation to perform Services, shall expire: (x) at the end of any Term set forth in Section 11.1; or (y) on the Termination Date, pursuant to Sections 11.2, Section 11.3, Section 11.4 or Section 11.5 (with the applicable date on which Provider’s obligation to perform the Services expires being referred to herein as the “Expiration Date”); provided, however, that Provider shall remain obligated to provide Disentanglement services for up to twelve (12) months after any such Expiration Date, at rates that are the lower of: (1) the applicable rates set forth in Schedule E for the applicable Services; and (2) Provider’s then current commercially-available rates for similar services to other similarly situated customers. Provider and Investors shall discuss and agree in good faith to a plan for determining the nature and extent of Provider’s Disentanglement obligations and for the transfer of Services in process; provided, however, that Provider’s obligation under this Agreement to provide all Services necessary for Disentanglement shall not be lessened in any respect. Provider shall make all reasonable efforts to perform its Disentanglement obligations on an expedited basis, if Investors terminates the Term pursuant to Sections 11.3 or Section 11.4.