Effect of Termination; Transition Period. Upon termination of this 23 Agreement for a material contract breach or by the City pursuant to Section 24 16.1, all licenses granted to City will terminate and revert to Xxxxxxxx and/or 25 its licensors, subject to the following transition terms and conditions: If 26 termination of this Agreement occurs after go-live of the first Subsystem or 27 anytime from that point forward, The City will be entitled to a reasonable 28 transition period, not to exceed thirty-six (36) months from the date of 29 termination, to give the City a reasonable opportunity to transition to a new 30 software system from another vendor that is a substitute for the Software, 31 provided that (ii) the license fees for the System are fully paid up; and (ii) 32 this Agreement was not terminated by Xxxxxxxx due to a material breach by 33 the City of Xxxxxxxx’x intellectual property rights, except where such breach 34 was committed by an individual employee or agent of the City acting without 35 the knowledge or consent of the City’s management. If the Agreement was 36 terminated due to any other material breach by the City, Xxxxxxxx will 37 nevertheless extend the Software license for the full transition period 38 provided that the City takes all steps reasonably requested by Xxxxxxxx to 39 mitigate the effects of and prevent a repeat of the breach. During this 40 transition period, the City may continue to use the Software pursuant to the 41 terms of this Agreement. The parties shall remain liable for damages caused 42 by any breach, subject to the agreed-upon limitations of liability. Nothing 43 herein prohibits or delays Xxxxxxxx from obtaining an injunction to stop the 44 City from using, distributing or copying any part of the Software outside of 45 the scope of its license and rights or from otherwise infringing or 46 misappropriating any intellectual property of Xxxxxxxx. The parties waive the 1 requirement of posting a bond in connection with any request for injunctive 2 relief. 4 Upon completion of the transition period, the City must return or destroy, as 5 requested by Xxxxxxxx, all copies of the Software in the City’s possession 6 (whether modified or unmodified), and all related documentation,
Effect of Termination; Transition Period a) If this Agreement is terminated pursuant to, and in accordance with, Section 13(a) above, then each of the Parties will consent to a transition period (the “Transition Period”) of not less than twelve (12) months. If this Agreement is terminated pursuant to, and in accordance with, Section 13(b) above, then each of the Parties will consent to a Transition Period of thirty (30) days. If this Agreement is terminated for Cause, then each of the Parties will consent to a Transition Period of five (5) business days. The effective date of any termination shall include the last day of any Transition Period, if applicable (such date, the “Effective Date of Termination”). Notwithstanding the foregoing, the Transition Period may be terminated by XxXxxxx in the same manner and to the same extent that DePalma can terminate this Agreement pursuant to Section 13(c).
b) During any Transition Period, each Party agrees to work in good faith to effectuate the reasonable wind down of the Company, which shall include (i) the continued provision of the Taxicab Services in a manner consistent with that which was provided to the Parties prior to the termination of this Agreement, (ii) the continued provision of all financial and operational reporting and data, (iii) the orderly separation of the XxXxxxx Owned Medallions and the KE Owned Medallions, such that each Party shall retain ownership at all time of their respective Medallions, and (iv) the monetization and/or liquidation of any property constituting Company-owned property, including all assets and liabilities; provided that any FF&E contributed by KE pursuant to Section 5(c) hereof shall be returned to KE.
c) Notwithstanding anything to the contrary herein, the Company’s treatment of Cash Distributions shall remain in effect throughout the Transition Period and after Effective Date of Termination and thereafter, shall survive indefinitely until all Cash Distributions have been made. After the Effective Date of Termination, any lease held by the Company on the Property may be transferred to KE for KE’s use and benefit.
