EXIT ARRANGEMENTS. 37.1 The Department and the Provider must, unless the Provider will be responsible for delivering the Services in the following Funding Year, comply with the exit arrangements set out in Schedule 8 (Exit Arrangements) and any current Exit Plan.
37.2 On expiry or termination of this Agreement for any reason, the Provider shall do its utmost to minimise any disruption to Learners and shall co- operate fully with any reasonable requests made by the Department relating to this. For the avoidance of doubt the Department will be entitled to request that where the Provider cannot complete Learners that it will co-operate in transferring the Learners to a new provider even if this is prior to the Termination Date or Expiry Date of this Agreement and the Provider’s Exit Plan should reflect this. The Department will not be liable for any costs prior to or after incurred by the Provider in complying with this Clause 37.2.
37.3 Unless the Department otherwise requires, during the time between service of a notice of termination of this Agreement in whole or in part and such termination taking effect, the Provider must take all steps, which are necessary and consistent with its continuing obligations, to mitigate any losses, costs, liabilities and expenses which the Provider may incur as a result of the termination, including to:
37.3.1 cancel all capital and recurring cost commitments in connection with the provision of the Services on the most cost-effective terms without fettering the Department's access to Department Data and the Database;
37.3.2 terminate all relevant Agreements or the relevant parts of relevant Agreements with its sub-contractors in connection with the provision of Services on the most favourable terms as can be achieved in the particular circumstances, having first ascertained from the Department whether such Agreements are required to be transferred to the Department or any Successor Provider instead; and
37.3.3 reduce labour costs by the redeployment or release of Provider's Personnel to the extent possible in the circumstances.
37.4 If the Provider does not fulfil its obligations in accordance with Clause 37.3, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken.
EXIT ARRANGEMENTS. Upon termination or expiry of this Agreement:
EXIT ARRANGEMENTS. This Clause 37 applies to the Services except to the extent that it relates to the payment of the Sixth Form Grant to a sixth form by the Provider.
EXIT ARRANGEMENTS. 38.1 The Department and the Provider must, unless the Provider will be responsible for delivering the Services in the following Funding Year, comply with the exit arrangements set out in Schedule 8 (Exit Arrangements) and any current Exit Plan.
38.2 NOT USED
38.3 Unless the Department otherwise requires, during the time between service of a notice of termination of this Agreement in whole or in part and such termination taking effect, the Provider must take all steps, which are necessary and consistent with its continuing obligations, to mitigate any losses, costs, liabilities and expenses which the Provider may incur as a result of the termination, including to:
38.3.1 cancel all capital and recurring cost commitments in connection with the provision of the Services on the most cost-effective terms without fettering the Department's access to Department Data and the Database;
38.3.2 terminate all relevant Agreements or the relevant parts of relevant Agreements with its sub-contractors in connection with the provision of Services on the most favourable terms as can be achieved in the particular circumstances, having first ascertained from the Department whether such Agreements are required to be transferred to the Department or any Successor Provider instead; and
38.3.3 reduce labour costs by the redeployment or release of Provider's Personnel to the extent possible in the circumstances.
38.4 If the Provider does not fulfil its obligations in accordance with Clause 38.3, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken.
EXIT ARRANGEMENTS. 5 In addition, Licensee will issue to Licensor, without further consideration, such amount of additional Shares of the class issued pursuant to the above section necessary to ensure that the total number of Shares issued to Licensor does not represent less than […]% ([…] percent) of the Shares issued and outstanding on a fully diluted basis at any time through the completion of issuance of all shares to be issued in connection with the First Round of bona fide equity investment in Licensee from a single or group of investors which is both (i) at least EUR […] ([...] Euro)in size and (ii) at a price per share which, when applied to stock actually outstanding immediately after such round, implies a post-financing equity valuation of Licensee of at least EUR […] ([...] Euro) (provided that if more than EUR […]([...] Euro) is raised as of such time, the calculation of Licensor’s percentage ownership shall be determined as if only EUR […]([...] Euro) was raised). For the purpose of this provision, a “First Round” is a bona fide round of equity, warrant, option or convertible equity investment which includes all the tranches prior to the completion of the financing. This right will expire upon the issuance of all Shares to be issued in connection with such First Round, but will apply to all Shares to be issued in or in connection with such First Round. This section provides for a specific arrangement to avoid dilution of Licensor/Licensor as shareholder of Licensee. It should be reviewed on a case-by-case basis whether this arrangement is desirable (and if so, in what form). Dependent on the factual circumstances, a dilution of Licensor/Licensor’s share interest could be logical and reasonable, e.g. if new shares are issued for cash, and on the basis of a valuation that is well in excess of the value attributed to the shares issued to Licensor. If so desired, the term ‘Fully Diluted’ or ‘on a fully diluted basis’ can be specifically defied. In general, the term “on a fully diluted basis” is used to reflect that, for the purpose of calculating shareholding ratios, it is assumed that that outstanding rights to acquire shares (e.g. warrants, share options, convertible loans) have been exercised.
EXIT ARRANGEMENTS. The Department and the Contractor must comply with the exit arrangements set out in Schedule 7 (Exit Arrangements) and any current Exit Plan.
EXIT ARRANGEMENTS. It is a condition of this contract that the Contractor shall maintain accurate records of work undertaken for the Commissioner and at the time that the contract is re-tendered shall provide this information and any other information reasonably required by the Commissioner, including, but not limited to, any information in relation to TUPE and the staff that may be affected by such legislation.
EXIT ARRANGEMENTS. The Department and the Provider must, unless the Provider will be responsible for delivering the Services in the following Funding Year, comply with the exit arrangements set out in Schedule 8 (Exit Arrangements) and any current Exit Plan.
EXIT ARRANGEMENTS. Not more than 36 months or less than 24 months before Expiry, or as soon as is reasonably practicable after any notice of termination is served, the Parties will meet to discuss and (applying the Mutual Aim Partnering Ethos) to determine the arrangements for exiting the Agreement.
EXIT ARRANGEMENTS. 4.1 For full-time secondments, the Secondment Agreement must make clear: • That, at the point of the formal review, a decision must be reached which determines the contractual position thereafter. At that point, there must be agreement that the secondee will return to the donor at the end of the secondment, or he/she will commit to the seconded role and will enter into a contract with the recipient and resign from the donor with normal notice. The terms of each possibility must be made clear to the secondee so that he/she can make an informed choice • The terms of any return to the donor, including the duties and salary which he/she may expect. For internal or external secondments, salary level will be set at the level the individual would have attained (through standard incremental progression) had he/she not undertaken the secondment. For incoming secondments this should be confirmed by the donor (see also Promotion).
