Common use of Effect of Termination of Services Clause in Contracts

Effect of Termination of Services. (a) Upon termination (for any reason other than expiration of the Service Period duration) or reduction of any Service (in whole or in part) pursuant to this Agreement, (A) RemainCo shall bear all Termination Charges, to the extent applicable, other than Termination Charges identified on Schedule A as SpinCo obligations, provided, however, that SpinCo shall not be under any obligation to pay any Termination Charges with respect to any termination of any Service by SpinCo pursuant to Section 9.01(c) or Section 9.01(d)(ii) (and, for the avoidance of doubt, any such Termination Charges shall be borne by RemainCo); provided, further, that SpinCo shall bear all Termination Charges with respect to any termination of any Service by RemainCo pursuant to Section 9.01(b)(ii) or Section 9.01(d)(ii). All Termination Charges shall be invoiced and paid as provided in ARTICLE V. (b) Upon termination of any Service pursuant to this Agreement, SpinCo shall have no further obligation to provide the terminated Service, and RemainCo shall have no obligation to pay any future Service Charges relating to any such Service; provided that RemainCo shall remain obligated to SpinCo for the (i) Service Charges and other fees, costs and expenses (if any) owed and payable under the terms of this Agreement in respect of Services provided prior to the effective date of termination, including Service Charges that are billed in arrears, (ii) Termination Charges, only to the extent applicable, as invoiced by SpinCo to RemainCo; provided, that any such Termination Charges must be invoiced by SpinCo within thirty (30) days after the early termination of a Service. Upon termination of any Service pursuant to this Agreement, SpinCo shall reduce for the next monthly billing period the amount of the Service Charge for the category of Services in which the terminated Service was included (such reduction to reflect the elimination of all costs incurred in connection with the terminated service to the extent the same are not required to provide other Services to RemainCo), and, upon request of RemainCo, SpinCo shall provide RemainCo with documentation or information regarding the calculation of the amount of the reduction. In connection with termination of any Service, the provisions of this Agreement not relating solely to such terminated Service shall survive any such termination. In connection with a termination of this Agreement, ARTICLE I, Section 6.05, ARTICLE VIII (including liability in respect of any indemnifiable losses under this Agreement arising or occurring on or prior to the date of termination), this ARTICLE IX, ARTICLE X, all confidentiality obligations under this Agreement and liability for all due and unpaid Service Charges and Termination Charges (to the extent applicable) shall continue to survive indefinitely.

Effect of Termination of Services. (a) Upon termination (for any reason other than including expiration of the Service Period duration) or reduction of any Service (in whole or in part) pursuant to this Agreement, (A) RemainCo Parent shall bear (i) all Termination Charges, to the extent applicable, other than Termination Charges identified on Schedule A as SpinCo obligationsobligations or resulting from a change in Strategy requested by SpinCo with respect to such Service (which Termination Charges shall be borne by SpinCo), and (ii) all Decommissioning Charges, other than Decommissioning Charges identified on Schedule A as SpinCo obligations or resulting from a change in Strategy requested by SpinCo with respect to such Service (which Decommissioning Charges shall be borne by SpinCo) and (B) SpinCo shall bear all applicable Amortization Charges set forth on Schedule H; provided, however, that SpinCo shall not be under any obligation to pay any Termination Charges or Decommissioning Charges with respect to any termination of any Service by SpinCo pursuant to Section 9.01(c9.01(b)(ii) or Section 9.01(d)(ii) (and, for the avoidance of doubt, any such Termination Charges shall be borne by RemainCoParent); provided, further, that SpinCo shall bear all Termination Charges or Decommissioning Charges with respect to any termination of any Service by RemainCo Parent pursuant to Section 9.01(b)(ii9.01(c)(i) or Section 9.01(d)(ii). All Termination Charges, Decommissioning Charges and Amortization Charges shall be invoiced and paid as provided in ARTICLE V. (b) Upon termination of any Service pursuant to this Agreement, SpinCo the Provider of the terminated Service shall have no further obligation to provide the terminated Service, and RemainCo the relevant Recipient shall have no obligation to pay any future Service Charges relating to any such Service; provided that RemainCo such Recipient shall remain obligated to SpinCo the relevant Provider for the (i) Service Charges and other fees, costs and expenses (if any) owed and payable under the terms of this Agreement in respect of Services provided prior to the effective date of termination, including Service Charges that are billed in arrears, (ii) Termination Amortization Charges, only to the extent applicable, (iii) Termination Charges or Decommissioning Charges as invoiced by SpinCo the relevant Provider to RemainCothe relevant Recipient; provided, that any such Termination Charges or Decommissioning Charges must be invoiced by SpinCo the relevant Provider within thirty (30) 180 days after the early termination of a Service and (iv) solely with respect to the Services set forth on Schedule B or Schedule D, Service Charges and other fees, costs and expenses (if any) owed and payable under the terms of this Agreement for the entire duration of the Service Period of such Service; provided, that in the case of this clause (iv), Recipient shall not be under any obligation to pay any such Service Charges with respect to any Services set forth on Schedule B or Schedule D to the extent arising from and after the termination of such Services pursuant to Section 9.01(b)(ii) or Section 9.01(d)(ii) (and, for the avoidance of doubt, any such Service Charges shall be borne by Provider). Upon termination of any Service pursuant to this Agreement, SpinCo the relevant Provider shall reduce for the next monthly billing period the amount of the Service Charge for the category of Services in which the terminated Service was included (such reduction to reflect the elimination of all costs incurred in connection with the terminated service to the extent the same are not required to provide other Services to RemainCoRecipient), and, upon request of RemainCoRecipient, SpinCo Provider shall provide RemainCo Recipient with documentation or information regarding the calculation of the amount of the reduction. In connection with termination of any Service, the provisions of this Agreement not relating solely to such terminated Service shall survive any such termination. In connection with a termination of this Agreement, ARTICLE I, Section 6.054.02(b) (with respect to the indemnification obligations set forth therein), Section 5.01(c), Section 6.08, ARTICLE VIII (including liability in respect of any indemnifiable losses under this Agreement arising or occurring on or prior to the date of termination), this ARTICLE IX, ARTICLE X, all confidentiality obligations under this Agreement and liability for all due and unpaid Service Charges, Amortization Charges, Termination Charges and Termination Decommissioning Charges (to the extent applicable) shall continue to survive indefinitely.

Effect of Termination of Services. (a) Upon termination (for any reason other than expiration of the Service Period duration) or reduction reduction, of any Service (in whole or in part) pursuant to this Agreement‎Section 9.01(b)(A), (A) RemainCo Recipient shall bear pay to the Provider all applicable Termination Charges, to the extent applicable, other than Termination Charges identified on Schedule A as SpinCo obligations, provided, however, that SpinCo shall not be under any obligation to pay any Termination Charges with respect to any termination of any Service by SpinCo pursuant to Section 9.01(c) or Section 9.01(d)(ii) (and, for the avoidance of doubt, any such Termination Charges shall be borne by RemainCo); provided, further, that SpinCo shall bear all Termination Charges with respect to any termination of any Service by RemainCo pursuant to Section 9.01(b)(ii) or Section 9.01(d)(ii). All Termination Charges which shall be invoiced and paid as provided in ARTICLE Article V. (b) Upon termination of any Service pursuant to this Agreement, SpinCo the Provider of the terminated Service shall have no further obligation to provide the terminated Service, and RemainCo the relevant Recipient shall have no obligation to pay any future Service Charges or Pass Through Charges relating to any such Service; provided that RemainCo such Recipient shall remain obligated to SpinCo the relevant Provider for the (i) Service Charges and Charges, Pass Through Charges, any other fees, costs and expenses (if any) owed and payable under the terms (or, in respect of this Agreement Pass Through Charges, incurred) in respect of Services provided prior to the effective date of termination, termination (including Service Charges that are billed in arrears), (ii) in the case of termination pursuant to ‎Section 9.01(b)(A), Termination Charges, only to the extent applicable, Charges as invoiced by SpinCo the relevant Provider to RemainCo; provided, that any such Termination Charges must be invoiced by SpinCo within thirty (30) days after the early termination of a Servicerelevant Recipient. Upon termination of any Service pursuant to this Agreement, SpinCo the relevant Provider shall reduce for the next monthly billing period the amount of the Service Charge for the category of Services in which the terminated Service was included (such reduction to reflect the elimination of all costs incurred in connection with the terminated service to the extent the same are not required to provide other Services to RemainCothe Recipient), and, upon request of RemainCoRecipient, SpinCo Provider shall provide RemainCo Recipient with documentation or and/or information regarding the calculation of the amount of the reductionreduction and (iii) payments pursuant to Section 5.01(e). In connection with a termination of any Service, the provisions of this Agreement not relating solely to such terminated Service shall survive any such termination. In connection with a termination or reduction (or contemplated termination or reduction), of any Service for which a Termination Charge applies, within 15 days of Recipient’s written request, Provider shall provide Recipient with its good faith estimate of the Termination Charges applicable to any early termination or reduction, of such Service. In connection with a termination of this Agreement, ARTICLE IArticle ‎I, Section 6.05, ARTICLE VIII (including liability in respect of any indemnifiable losses under this Agreement arising or occurring on or prior to the date of termination), this ARTICLE IX, ARTICLE X, all confidentiality obligations under this Agreement and liability for all due and unpaid Service Charges and Termination Charges (to the extent applicable) shall continue to survive indefinitely.‎Section

Effect of Termination of Services. (a) Upon termination (for any reason other than including expiration of the Service Period duration) or reduction of any Service (in whole or in part) pursuant to this Agreement, (A) RemainCo Parent shall bear (i) all Termination Charges, to the extent applicable, other than Termination Charges identified on Schedule A as SpinCo obligationsobligations or resulting from a change in Strategy requested by SpinCo with respect to such Service (which Termination Charges shall be borne by SpinCo), and (ii) all Decommissioning Charges, other than Decommissioning Charges identified on Schedule A as SpinCo obligations or resulting from a change in Strategy requested by SpinCo with respect to such Service (which Decommissioning Charges shall be borne by SpinCo) and (B) Recipient shall bear all applicable Amortization Charges set forth on Schedule H; provided, however, that SpinCo shall not be under any obligation to pay any Termination Charges or Decommissioning Charges with respect to any termination of any Service by SpinCo pursuant to Section 9.01(c9.01(b)(ii) or Section 9.01(d)(ii) (and, for the avoidance of doubt, any such Termination Charges shall be borne by RemainCoParent); provided, further, that SpinCo shall bear all Termination Charges or Decommissioning Charges with respect to (i) any Services set forth in Schedule C and (ii) any termination of any Service by RemainCo Parent pursuant to Section 9.01(b)(ii9.01(c)(i) or Section 9.01(d)(ii). All Termination Charges, Decommissioning Charges and Amortization Charges shall be invoiced and paid as provided in ARTICLE V. (b) Upon termination of any Service pursuant to this Agreement, SpinCo the Provider of the terminated Service shall have no further obligation to provide the terminated Service, and RemainCo the relevant Recipient shall have no obligation to pay any future Service Charges relating to any such Service; provided that RemainCo such Recipient shall remain obligated to SpinCo the relevant Provider for the (i) Service Charges and other fees, costs and expenses (if any) owed and payable under the terms of this Agreement in respect of Services provided prior to the effective date of termination, including Service Charges that are billed in arrears, (ii) Termination Amortization Charges, only to the extent applicable, (iii) Termination Charges or Decommissioning Charges as invoiced by SpinCo the relevant Provider to RemainCothe relevant Recipient; provided, that any such Termination Charges or Decommissioning Charges must be invoiced by SpinCo the relevant Provider within thirty (30) 180 days after the early termination of a Service and (iv) solely with respect to the Services set forth on Schedule B or Schedule D, Service Charges and other fees, costs and expenses (if any) owed and payable under the terms of this Agreement for the entire duration of the Service Period of such Service; provided, that in the case of this clause (iv), Recipient shall not be under any obligation to pay any such Service Charges with respect to any Services set forth on Schedule B or Schedule D to the extent arising from and after the termination of such Services pursuant to Section 9.01(b)(ii) or Section 9.01(d)(ii) (and, for the avoidance of doubt, any such Service Charges shall be borne by Provider). Upon termination of any Service pursuant to this Agreement, SpinCo the relevant Provider shall reduce for the next monthly billing period the amount of the Service Charge for the category of Services in which the terminated Service was included (such reduction to reflect the elimination of all costs incurred in connection with the terminated service to the extent the same are not required to provide other Services to RemainCoRecipient), and, upon request of RemainCoRecipient, SpinCo Provider shall provide RemainCo Recipient with documentation or information regarding the calculation of the amount of the reduction. In connection with termination of any Service, the provisions of this Agreement not relating solely to such terminated Service shall survive any such termination. In connection with a termination of this Agreement, ARTICLE I, Section 6.054.02(b) (with respect to the indemnification obligations set forth therein), Section 5.01(c), Section 6.08, ARTICLE VIII (including liability in respect of any indemnifiable losses under this Agreement arising or occurring on or prior to the date of termination), this ARTICLE IX, ARTICLE X, all confidentiality obligations under this Agreement and liability for all due and unpaid Service Charges, Amortization Charges, Termination Charges and Termination Decommissioning Charges (to the extent applicable) shall continue to survive indefinitely.

Effect of Termination of Services. (a) Upon termination (for any reason other than including expiration of the Service Period duration) or reduction of any Service (in whole or in part) pursuant to this Agreement, (A) RemainCo Parent shall bear (i) all Termination Charges, to the extent applicable, other than Termination Charges identified on Schedule A as SpinCo obligationsobligations or resulting from a change in Strategy requested by SpinCo with respect to such Service (which Termination Charges shall be borne by SpinCo and shall not be counted toward the Aggregate Cap), and (ii) all Decommissioning Charges, other than Decommissioning Charges identified on Schedule A as SpinCo obligations or resulting from a change in Strategy requested by SpinCo with respect to such Service (which Decommissioning Charges shall be borne by SpinCo) and (B) SpinCo shall bear all applicable Amortization Charges set forth on Schedule H; provided, however, that SpinCo shall not be under any obligation to pay any Termination Charges or Decommissioning Charges with respect to any termination of any Service by SpinCo pursuant to Section 9.01(c9.01(b)(ii) or Section 9.01(d)(ii) (and, for the avoidance of doubt, any such Termination Charges Charges, which shall be borne by RemainCoParent, shall not be counted toward the Aggregate Cap); provided, further, that SpinCo shall bear all Termination Charges or Decommissioning Charges with respect to any termination of any Service by RemainCo Parent pursuant to Section 9.01(b)(ii9.01(c)(i) or Section 9.01(d)(ii); provided, further, that any Termination Charges in excess of the amount set forth on Schedule L in the aggregate with respect to all Services (the “Aggregate Cap”) shall be borne by SpinCo. All Termination Charges, Decommissioning Charges and Amortization Charges shall be invoiced and paid as provided in ARTICLE V. (b) Upon termination of any Service pursuant to this Agreement, SpinCo the Provider of the terminated Service shall have no further obligation to provide the terminated Service, and RemainCo the relevant Recipient shall have no obligation to pay any future Service Charges relating to any such Service; provided that RemainCo such Recipient shall remain obligated to SpinCo the relevant Provider for the (i) Service Charges and other fees, costs and expenses (if any) owed and payable under the terms of this Agreement in respect of Services provided prior to the effective date of termination, including Service Charges that are billed in arrears, (ii) Termination Amortization Charges, only to the extent applicable, (iii) Termination Charges or Decommissioning Charges as invoiced by SpinCo the relevant Provider to RemainCothe relevant Recipient; provided, that any such Termination Charges or Decommissioning Charges must be invoiced by SpinCo the relevant Provider within thirty (30) 180 days after the early termination of a Service and (iv) solely with respect to the Services set forth on Schedule B or Schedule D, Service Charges and other fees, costs and expenses (if any) owed and payable under the terms of this Agreement for the entire duration of the Service Period of such Service; provided, that in the case of this clause (iv), Recipient shall not be under any obligation to pay any such Service Charges with respect to any Services set forth on Schedule B or Schedule D to the extent arising from and after the termination of such Services pursuant to Section 9.01(b)(ii) or Section 9.01(d)(ii) (and, for the avoidance of doubt, any such Service Charges shall be borne by Provider). Upon termination of any Service pursuant to this Agreement, SpinCo the relevant Provider shall reduce for the next monthly billing period the amount of the Service Charge for the category of Services in which the terminated Service was included (such reduction to reflect the elimination of all costs incurred in connection with the terminated service to the extent the same are not required to provide other Services to RemainCoRecipient), and, upon request of RemainCoRecipient, SpinCo Provider shall provide RemainCo Recipient with documentation or information regarding the calculation of the amount of the reduction. In connection with termination of any Service, the provisions of this Agreement not relating solely to such terminated Service shall survive any such termination. In connection with a termination of this Agreement, ARTICLE I, Section 6.054.02(b) (with respect to the indemnification obligations set forth therein), Section 5.01(c), Section 6.08, ARTICLE VIII (including liability in respect of any indemnifiable losses under this Agreement arising or occurring on or prior to the date of termination), this ARTICLE IX, ARTICLE X, all confidentiality obligations under this Agreement and liability for all due and unpaid Service Charges, Amortization Charges, Termination Charges and Termination Decommissioning Charges (to the extent applicable) shall continue to survive indefinitely.