Common use of EXIT ARRANGEMENTS Clause in Contracts

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. 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 the Termination Date or Expiry Date 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 subSub-contractors 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. 37.5 If the Provider does not co-operate with the Department in relation to exit in accordance with this Clause 37 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Provider to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 42.1 The Department and the Provider Contractor must, unless the Provider Contractor 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 42.2 On expiry or termination of this Agreement Contract for any reason, the Provider Contractor 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 Contractor 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 Contract and the ProviderContractor’s Exit Plan should reflect this. The Department will not be liable for any costs prior to or after the Termination Date or Expiry Date incurred by the Provider Contractor in complying with this Clause 37.242.2. 37.3 42.3 Unless the Department otherwise requires, during the time between service of a notice of termination of this Agreement Contract in whole or in part and such termination taking effect, the Provider Contractor must take all steps, which are necessary and consistent with its continuing obligations, to mitigate any losses, costs, liabilities and expenses which the Provider Contractor may incur as a result of the termination, including to: 37.3.1 42.3.1 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 42.3.2 terminate all relevant Agreements contracts or the relevant parts of relevant Agreements contracts with its subSub-contractors 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 contracts are required to be transferred to the Department or any Successor Provider Contractor instead; and 37.3.3 42.3.3 reduce labour costs by the redeployment or release of ProviderContractor's Personnel to the extent possible in the circumstances. 37.4 42.4 If the Provider Contractor does not fulfil its obligations in accordance with Clause 37.342.3, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken. 42.5 If the Contractor does not co-operate with the Department in relation to exit in accordance with this Clause 42 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Contractor to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 35.1 This Clause 35 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. 35.2 The Department and the Provider must, unless the Provider will be responsible for delivering the Services in the following Funding Year, comply with their respective obligations in relation to the exit arrangements set out in Schedule 8 6 (Exit Arrangements) and any current Exit Plan. 37.2 35.3 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.is‌ 37.3 35.4 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:to:‌ 37.3.1 35.4.1 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 ’s access to Department Data and the Database; 37.3.2 35.4.2 terminate all relevant Agreements or the relevant parts of relevant Agreements with its sub-contractors Subcontractors 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 35.4.3 reduce labour costs by the redeployment or release of Provider's ’s Personnel to the extent possible in the circumstances. 37.4 35.5 If the Provider does not fulfil its obligations in accordance with Clause 37.335.4, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken. 35.6 If the Provider does not co-operate with the Department in relation to exit in accordance with this Clause 35 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Provider to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 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. 37.2 38.2 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- 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 37.238.2. 37.3 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: 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 38.4 If the Provider does not fulfil its obligations in accordance with Clause 37.338.3, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken.

EXIT ARRANGEMENTS. 37.1 The Department and the Provider Employer must, unless the Provider Employer 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 Employer 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 Employer 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 ProviderEmployer’s Exit Plan should reflect this. The Department will not be liable for any costs prior to or after incurred by the Provider Employer 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 Employer must take all steps, which are necessary and consistent with its continuing obligations, to mitigate any losses, costs, liabilities and expenses which the Provider Employer 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 Employer instead; and 37.3.3 reduce labour costs by the redeployment or release of ProviderEmployer's Personnel to the extent possible in the circumstances. 37.4 If the Provider Employer 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. 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 their respective obligations in relation to 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.liable 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 subSub-contractors 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. 37.5 If the Provider does not co-operate with the Department in relation to exit in accordance with this Clause 37 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Provider to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 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 their respective obligations in relation to the exit arrangements set out in Schedule 8 (Exit Arrangements) and any current Exit Plan. 37.2 38.2 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- 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 the Termination Date or Expiry Date incurred by the Provider in complying with this Clause 37.238.2. 37.3 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: 37.3.1 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; 37.3.2 38.3.2 terminate all relevant Agreements or the relevant parts of relevant Agreements with its subSub-contractors 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 38.3.3 reduce labour costs by the redeployment or release of Provider's Personnel to the extent possible in the circumstances. 37.4 38.4 If the Provider does not fulfil its obligations in accordance with Clause 37.338.3, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken. 38.5 If the Provider does not co-operate with the Department in relation to exit in accordance with this Clause 38 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Provider to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 42.1 The Department and the Provider Contractor must, unless the Provider Contractor 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 42.2 On expiry or termination of this Agreement Contract for any reason, the Provider Contractor 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 Contractor 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 Contract and the ProviderContractor’s Exit Plan should reflect this. The Department will not be liable for any costs prior to or after the Termination Date or Expiry Date incurred by the Provider Contractor in complying with this Clause 37.242.2. 37.3 42.3 Unless the Department otherwise requires, during the time between service of a notice of termination of this Agreement Contract in whole or in part and such termination taking effect, the Provider Contractor must take all steps, which are necessary and consistent with its continuing obligations, to mitigate any losses, costs, liabilities and expenses which the Provider Contractor may incur as a result of the termination, including to: 37.3.1 42.3.1 cancel all capital and recurring cost commitments in connection with the provision of the Services on the most cost-cost- effective terms without fettering the Department's access to Department Data and the Database; 37.3.2 42.3.2 terminate all relevant Agreements contracts or the relevant parts of relevant Agreements contracts with its subSub-contractors 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 contracts are required to be transferred to the Department or any Successor Provider Contractor instead; and 37.3.3 42.3.3 reduce labour costs by the redeployment or release of ProviderContractor's Personnel to the extent possible in the circumstances. 37.4 42.4 If the Provider Contractor does not fulfil its obligations in accordance with Clause 37.342.3, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken. 42.5 If the Contractor does not co-operate with the Department in relation to exit in accordance with this Clause 42 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Contractor to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 The Department and the Provider Employer must, unless the Provider Employer 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 Employer 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 Employer 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 ProviderEmployer’s Exit Plan should reflect this. The Department will not be liable for any costs prior to or after the Termination Date or Expiry Date incurred by the Provider Employer 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 Employer 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:are 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 subSub-contractors 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 Employer instead; and 37.3.3 reduce labour costs by the redeployment or release of ProviderEmployer's Personnel to the extent possible in the circumstances. 37.4 If the Provider Employer 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. 37.5 If the Employer does not co-operate with the Department in relation to exit in accordance with this Clause 37 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Employer to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 35.1 This Clause 35 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. 35.2 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 6 (Exit Arrangements) and any current Exit Plan. 37.2 35.3 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 the Termination Date or Expiry Date incurred by the Provider in complying with this Clause 37.235.3. 37.3 35.4 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 35.4.1 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 35.4.2 terminate all relevant Agreements or the relevant parts of relevant Agreements with its subSub-contractors 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 35.4.3 reduce labour costs by the redeployment or release of Provider's Personnel to the extent possible in the circumstances. 37.4 35.5 If the Provider does not fulfil its obligations in accordance with Clause 37.335.4, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken. 35.6 If the Provider does not co-operate with the Department in relation to exit in accordance with this Clause 35 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Provider to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 35.1 This clause 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. 35.2 The Department and the Provider must, unless the Provider will be responsible for delivering the Services in the following Funding Year, comply with their respective obligations in relation to the exit arrangements set out in Schedule 8 6 (Exit Arrangements) and any current Exit Plan. 37.2 35.3 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.is 37.3 35.4 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 35.4.1 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 35.4.2 terminate all relevant Agreements or the relevant parts of relevant Agreements with its sub-contractors Subcontractors in connection with the provision of Services 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 35.4.3 reduce labour costs by the redeployment or release of Provider's Personnel to the extent possible in the circumstances. 37.4 35.5 If the Provider does not fulfil its obligations in accordance with Clause 37.335.4, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken. 35.6 If the Provider does not co-operate with the Department in relation to exit in accordance with this Clause 35 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Provider to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 The Department and the Provider College must, unless the Provider College 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 College 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 College 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 ProviderCollege’s Exit Plan should reflect this. The Department will not be liable for any costs prior to or after the Termination Date or Expiry Date incurred by the Provider College 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 College must take all steps, which are necessary and consistent with its continuing obligations, to mitigate any losses, costs, liabilities and expenses which the Provider College 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-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 subSub-contractors 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 College instead; and 37.3.3 reduce labour costs by the redeployment or release of ProviderCollege's Personnel to the extent possible in the circumstances. 37.4 If the Provider College 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. 37.5 If the College does not co-operate with the Department in relation to exit in accordance with this Clause 37 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the College to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 35.1 The Department and the Provider must, unless the Provider will be responsible for delivering the Services in the following Funding Year, comply with their respective obligations in relation to the exit arrangements set out in Schedule 8 6 (Exit Arrangements) and any current Exit Plan. 37.2 35.2 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 the Termination Date or Expiry Date incurred by the Provider in complying with this Clause 37.2.35.2.‌ 37.3 35.3 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:to:‌ 37.3.1 35.3.1 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 35.3.2 terminate all relevant Agreements or the relevant parts of relevant Agreements with its sub-contractors Subcontractors in connection with the provision of Services 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 35.3.3 reduce labour costs by the redeployment or release of Provider's ’s Personnel to the extent possible in the circumstances. 37.4 35.4 If the Provider does not fulfil its obligations in accordance with Clause 37.335.3, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken. 35.5 If the Provider does not co-operate with the Department in relation to exit in accordance with this Clause 35 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Provider to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 The Department and the Provider College must, unless the Provider College 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 College 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 College 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 ProviderCollege’s Exit Plan should reflect this. The Department will not be liable for any costs prior to or after incurred by the Provider College 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 College must take all steps, which are necessary and consistent with its continuing obligations, to mitigate any losses, costs, liabilities and expenses which the Provider College 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-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 College instead; and 37.3.3 reduce labour costs by the redeployment or release of ProviderCollege's Personnel to the extent possible in the circumstances. 37.4 If the Provider College 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. 37.1 35.1 This Clause 35 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. 35.2 The Department and the Provider must, unless the Provider will be responsible for delivering the Services in the following Funding Year, comply with their respective obligations in relation to the exit arrangements set out in Schedule 8 6 (Exit Arrangements) and any current Exit Plan. 37.2 35.3 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 the Termination Date or Expiry Date incurred by the Provider in complying with this Clause 37.235.3. 37.3 35.4 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 35.4.1 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 35.4.2 terminate all relevant Agreements or the relevant parts of relevant Agreements with its subSub-contractors 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 35.4.3 reduce labour costs by the redeployment or release of Provider's Personnel to the extent possible in the circumstances. 37.4 35.5 If the Provider does not fulfil its obligations in accordance with Clause 37.335.4, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken. 35.6 If the Provider does not co-operate with the Department in relation to exit in accordance with this Clause 35 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Provider to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 35.1 The Department and the Provider must, unless the Provider will be responsible for delivering the Services in the following Funding Year, comply with their respective obligations in relation to the exit arrangements set out in Schedule 8 6 (Exit Arrangements) and any current Exit Plan. 37.2 35.2 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.liable‌ 37.3 35.3 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:to:‌ 37.3.1 35.3.1 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 35.3.2 terminate all relevant Agreements or the relevant parts of relevant Agreements with its sub-contractors Subcontractors in connection with the provision of Services 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 35.3.3 reduce labour costs by the redeployment or release of Provider's Personnel to the extent possible in the circumstances. 37.4 35.4 If the Provider does not fulfil its obligations in accordance with Clause 37.335.3, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken. 35.5 If the Provider does not co-operate with the Department in relation to exit in accordance with this Clause 35 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Provider to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 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. 37.2 38.2 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- 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 the Termination Date or Expiry Date incurred by the Provider in complying with this Clause 37.238.2. 37.3 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: 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 subSub-contractors 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 and reduce labour costs by the redeployment or release of Provider's Personnel to the extent possible in the circumstances. 37.4 38.4 If the Provider does not fulfil its obligations in accordance with Clause 37.338.3, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken. 38.5 If the Provider does not co-operate with the Department in relation to exit in accordance with this Clause 38 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Provider to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 The Department and the Provider Employer must, unless the Provider Employer will be responsible for delivering the Services in the following Funding Year, comply with their respective obligations in relation to 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 Employer 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 Employer 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.will 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 Employer must take all steps, which are necessary and consistent with its continuing obligations, to mitigate any losses, costs, liabilities and expenses which the Provider Employer 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 subSub-contractors 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 Employer instead; and 37.3.3 reduce labour costs by the redeployment or release of ProviderEmployer's Personnel to the extent possible in the circumstances. 37.4 If the Provider Employer 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. 37.5 If the Employer does not co-operate with the Department in relation to exit in accordance with this Clause 37 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Employer to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 35.1 This clause 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. 35.2 The Department and the Provider must, unless the Provider will be responsible for delivering the Services in the following Funding Year, comply with their respective obligations in relation to the exit arrangements set out in Schedule 8 6 (Exit Arrangements) and any current Exit Plan. 37.2 35.3 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.entitled‌ 37.3 35.4 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:to:‌ 37.3.1 35.4.1 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 35.4.2 terminate all relevant Agreements or the relevant parts of relevant Agreements with its sub-contractors Subcontractors in connection with the provision of Services 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 35.4.3 reduce labour costs by the redeployment or release of Provider's Personnel to the extent possible in the circumstances. 37.4 35.5 If the Provider does not fulfil its obligations in accordance with Clause 37.335.4, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken. 35.6 If the Provider does not co-operate with the Department in relation to exit in accordance with this Clause 35 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Provider to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 41.1 The Department and the Provider Contractor must, unless the Provider Contractor will be responsible for delivering the Services in the following Funding Year, comply with their respective obligations in relation to the exit arrangements set out in Schedule 8 9 (Exit Arrangements) and any current Exit Plan. 37.2 41.2 On expiry or termination of this Agreement Contract for any reason, the Provider Contractor 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 Contractor 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 Contract and the ProviderContractor’s Exit Plan should reflect this. The Department will not be liable for any costs prior to or after the Termination Date or Expiry Date incurred by the Provider Contractor in complying with this Clause 37.2.41.2.‌ 37.3 41.3 Unless the Department otherwise requires, during the time between service of a notice of termination of this Agreement Contract in whole or in part and such termination taking effect, the Provider Contractor must take all steps, which are necessary and consistent with its continuing obligations, to mitigate any losses, costs, liabilities and expenses which the Provider Contractor may incur as a result of the termination, including to:to:‌ 37.3.1 41.3.1 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 41.3.2 terminate all relevant Agreements contracts or the relevant parts of relevant Agreements contracts with its sub-contractors Subcontractors 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 contracts are required to be transferred to the Department or any Successor Provider Contractor instead; and 37.3.3 41.3.3 reduce labour costs by the redeployment or release of ProviderContractor's Personnel to the extent possible in the circumstances. 37.4 41.4 If the Provider Contractor does not fulfil its obligations in accordance with Clause 37.341.3, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken. 41.5 If the Contractor does not co-operate with the Department in relation to exit in accordance with this Clause 41 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Contractor to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 38.1 The Department and the Provider NMSS must, unless the Provider NMSS 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 38.2 On expiry or termination of this Agreement for any reason, the Provider NMSS shall do its utmost to minimise any disruption to Learners Pupils and shall co- 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 NMSS cannot complete Learners Pupils that it will co-operate in transferring the Learners Pupils to a new provider even if this is prior to the Termination Date or Expiry Date of this Agreement and the ProviderNMSS’s Exit Plan should reflect this. The Department will not be liable for any costs prior to or after the Termination Date or Expiry Date incurred by the Provider NMSS in complying with this Clause 37.238.2. 37.3 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 NMSS 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:consistent 37.3.1 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; 37.3.2 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 NMSS instead; and 37.3.3 38.3.3 reduce labour costs by the redeployment or release of ProviderNMSS's Personnel to the extent possible in the circumstances. 37.4 38.4 If the Provider NMSS does not fulfil its obligations in accordance with Clause 37.338.3, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken.

EXIT ARRANGEMENTS. 37.1 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. 37.2 38.2 On expiry or termination of this Agreement for any reason, the Provider shall do its utmost to minimise any disruption to Learners Pupils and shall co- 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 Pupils that it will co-operate in transferring the Learners Pupils 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 37.238.2. 37.3 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: 37.3.1 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; 37.3.2 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 37.3.3 38.3.3 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. 37.1 42.1 The Department and the Provider Contractor must, unless the Provider Contractor 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 42.2 On expiry or termination of this Agreement Contract for any reason, the Provider Contractor 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 Contractor 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 Contract and the ProviderContractor’s Exit Plan should reflect this. The Department will not be liable for any costs prior to or after the Termination Date or Expiry Date incurred by the Provider Contractor in complying with this Clause 37.242.2. 37.3 42.3 Unless the Department otherwise requires, during the time between service of a notice of termination of this Agreement Contract in whole or in part and such termination taking effect, the Provider Contractor must take all steps, which are necessary and consistent with its continuing obligations, to mitigate any losses, costs, liabilities and expenses which the Provider Contractor may incur as a result of the termination, including to: 37.3.1 42.3.1 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 42.3.2 terminate all relevant Agreements contracts or the relevant parts of relevant Agreements contracts with its subSub-contractors 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 contracts are required to be transferred to the Department or any Successor Provider Contractor instead; and 37.3.3 42.3.3 reduce labour costs by the redeployment or release of ProviderContractor's Personnel to the extent possible in the circumstances. 37.4 42.4 If the Provider Contractor does not fulfil its obligations in accordance with Clause 37.342.3, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken. 42.5 If the Contractor does not co-operate with the Department in relation to exit in accordance with this Clause 42 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Contractor to reimburse the Department for this additional expenditure. P ART 9: GENERAL PROVISIONS

EXIT ARRANGEMENTS. 37.1 34.1 The Department and the Provider College must, unless the Provider College will be responsible for delivering the Services in the following Funding Year, comply with their respective obligations in relation to the exit arrangements set out in Schedule 8 6 (Exit Arrangements) and any current Exit Plan. 37.2 34.2 On expiry or termination of this Agreement for any reason, the Provider College 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 College 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 ProviderCollege’s Exit Plan should reflect this. The Department will not be liable for any costs prior to or after the Termination Date or Expiry Date incurred by the Provider College in complying with this Clause 37.234.2. 37.3 34.3 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 College must take all steps, which are necessary and consistent with its continuing obligations, to mitigate any losses, costs, liabilities and expenses which the Provider College may incur as a result of the termination, including to: 37.3.1 34.3.1 cancel all capital and recurring cost commitments in connection with the provision of the Services on the most cost-cost- effective terms without fettering the Department's access to Department Data and the Database; 37.3.2 34.3.2 terminate all relevant Agreements or the relevant parts of relevant Agreements with its subSub-contractors 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 College instead; and 37.3.3 34.3.3 reduce labour costs by the redeployment or release of ProviderCollege's Personnel to the extent possible in the circumstances. 37.4 34.4 If the Provider College does not fulfil its obligations in accordance with Clause 37.334.3, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken. 34.5 If the College does not co-operate with the Department in relation to exit in accordance with this Clause 34 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the College to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 The Department and the Provider Employer must, unless the Provider Employer 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 Employer 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.fully with 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 Employer must take all steps, which are necessary and consistent with its continuing obligations, to mitigate any losses, costs, liabilities and expenses which the Provider Employer 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 subSub-contractors 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 Employer instead; and 37.3.3 reduce labour costs by the redeployment or release of ProviderEmployer's Personnel to the extent possible in the circumstances. 37.4 If the Provider Employer 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. 37.5 If the Employer does not co-operate with the Department in relation to exit in accordance with this Clause 37 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Employer to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 42.1 The Department and the Provider Contractor must, unless the Provider Contractor 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 42.2 On expiry or termination of this Agreement Contract for any reason, the Provider Contractor shall do its utmost to minimise any disruption to Learners and shall co- 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 Contractor 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 Contract and the ProviderContractor’s Exit Plan should reflect this. The Department will not be liable for any costs prior to or after the Termination Date or Expiry Date incurred by the Provider Contractor in complying with this Clause 37.242.2. 37.3 42.3 Unless the Department otherwise requires, during the time between service of a notice of termination of this Agreement Contract in whole or in part and such termination taking effect, the Provider Contractor must take all steps, which are necessary and consistent with its continuing obligations, to mitigate any losses, costs, liabilities and expenses which the Provider Contractor may incur as a result of the termination, including to: 37.3.1 42.3.1 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 42.3.2 terminate all relevant Agreements contracts or the relevant parts of relevant Agreements contracts with its subSub-contractors 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 contracts are required to be transferred to the Department or any Successor Provider Contractor instead; and 37.3.3 42.3.3 reduce labour costs by the redeployment or release of ProviderContractor's Personnel to the extent possible in the circumstances. 37.4 42.4 If the Provider Contractor does not fulfil its obligations in accordance with Clause 37.342.3, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken. 42.5 If the Contractor does not co-operate with the Department in relation to exit in accordance with this Clause 42 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Contractor to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 38.1 The Department and the Provider NMSS must, unless the Provider NMSS will be responsible for delivering the Services in the following Funding Year, comply with their respective obligations in relation to the exit arrangements set out in Schedule 8 (Exit Arrangements) and any current Exit Plan. 37.2 38.2 On expiry or termination of this Agreement for any reason, the Provider NMSS shall do its utmost to minimise any disruption to Learners Pupils and shall co- 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 NMSS cannot complete Learners Pupils that it will co-operate in transferring the Learners Pupils to a new provider even if this is prior to the Termination Date or Expiry Date of this Agreement and the ProviderNMSS’s Exit Plan should reflect this. The Department will not be liable for any costs prior to or after the Termination Date or Expiry Date incurred by the Provider NMSS in complying with this Clause 37.238.2. 37.3 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 NMSS must take all steps, which are necessary and consistent with its continuing obligations, to mitigate any losses, costs, liabilities and expenses which the Provider NMSS may incur as a result of the termination, including to: 37.3.1 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; 37.3.2 38.3.2 terminate all relevant Agreements or the relevant parts of relevant Agreements with its subSub-contractors 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 NMSS instead; and 37.3.3 38.3.3 reduce labour costs by the redeployment or release of ProviderNMSS's Personnel to the extent possible in the circumstances. 37.4 38.4 If the Provider NMSS does not fulfil its obligations in accordance with Clause 37.338.3, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken.

EXIT ARRANGEMENTS. 37.1 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. 37.2 38.2 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- 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 the Termination Date or Expiry Date incurred by the Provider in complying with this Clause 37.238.2. 37.3 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: 37.3.1 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; 37.3.2 38.3.2 terminate all relevant Agreements or the relevant parts of relevant Agreements with its subSub-contractors 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 38.3.3 reduce labour costs by the redeployment or release of Provider's Personnel to the extent possible in the circumstances. 37.4 38.4 If the Provider does not fulfil its obligations in accordance with Clause 37.338.3, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken. 38.5 If the Provider does not co-operate with the Department in relation to exit in accordance with this Clause 38 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Provider to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 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. 37.2 38.2 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- 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 37.238.2. 37.3 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: 37.3.1 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; 37.3.2 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 37.3.3 38.3.3 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. 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.the 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 subSub-contractors 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. 37.5 If the Provider does not co-operate with the Department in relation to exit in accordance with this Clause 37 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Provider to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 34.1 The Department and the Provider College must, unless the Provider College will be responsible for delivering the Services in the following Funding Year, comply with their respective obligations in relation to the exit arrangements set out in Schedule 8 (Exit Arrangements) and any current Exit Plan.exit 37.2 34.2 On expiry or termination of this Agreement for any reason, the Provider College 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 College 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 ProviderCollege’s Exit Plan should reflect this. The Department will not be liable for any costs prior to or after the Termination Date or Expiry Date incurred by the Provider College in complying with this Clause 37.2.34.2.‌ 37.3 34.3 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 College must take all steps, which are necessary and consistent with its continuing obligations, to mitigate any losses, costs, liabilities and expenses which the Provider College may incur as a result of the termination, including to:to:‌ 37.3.1 34.3.1 cancel all capital and recurring cost commitments in connection with the provision of the Services on the most cost-cost- effective terms without fettering the Department's ’s access to Department Data and the Database; 37.3.2 34.3.2 terminate all relevant Agreements or the relevant parts of relevant Agreements with its sub-contractors Subcontractors 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 College instead; and 37.3.3 34.3.3 reduce labour costs by the redeployment or release of Provider's College Personnel to the extent possible in the circumstances. 37.4 34.4 If the Provider College does not fulfil its obligations in accordance with Clause 37.334.3, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken. 34.5 If the College does not co-operate with the Department in relation to exit in accordance with this Clause 34 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the College to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 42.1 The Department and the Provider Contractor must, unless the Provider Contractor 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 42.2 On expiry or termination of this Agreement Contract for any reason, the Provider Contractor 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 Contractor 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 Contract and the ProviderContractor’s Exit Plan should reflect this. The Department will not be liable for any costs prior to or after incurred by the Provider Contractor in complying with this Clause 37.242.2. 37.3 42.3 Unless the Department otherwise requires, during the time between service of a notice of termination of this Agreement Contract in whole or in part and such termination taking effect, the Provider Contractor must take all steps, which are necessary and consistent with its continuing obligations, to mitigate any losses, costs, liabilities and expenses which the Provider Contractor may incur as a result of the termination, including to: 37.3.1 42.3.1 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 42.3.2 terminate all relevant Agreements contracts or the relevant parts of relevant Agreements contracts 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 contracts are required to be transferred to the Department or any Successor Provider Contractor instead; and 37.3.3 42.3.3 reduce labour costs by the redeployment or release of ProviderContractor's Personnel to the extent possible in the circumstances. 37.4 . If the Provider Contractor does not fulfil its obligations in accordance with Clause 37.342.3, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken.

EXIT ARRANGEMENTS. 37.1 The Department and the Provider Employer must, unless the Provider Employer 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 Employer 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 Employer 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.the 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 Employer must take all steps, which are necessary and consistent with its continuing obligations, to mitigate any losses, costs, liabilities and expenses which the Provider Employer 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 subSub-contractors 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 Employer instead; and 37.3.3 reduce labour costs by the redeployment or release of ProviderEmployer's Personnel to the extent possible in the circumstances. 37.4 If the Provider Employer 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. 37.5 If the Employer does not co-operate with the Department in relation to exit in accordance with this Clause 37 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Employer to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 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. 37.2 38.2 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- 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 37.238.2. 37.3 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: 37.3.1 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; 37.3.2 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 37.3.3 38.3.3 reduce labour costs by the redeployment or release of Provider's Personnel to the extent possible in the circumstances. 37.4 38.4 If the Provider does not fulfil its obligations in accordance with Clause 37.338.3, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken.

EXIT ARRANGEMENTS. 37.1 42.1 The Department and the Provider Contractor must, unless the Provider Contractor will be responsible for delivering the Services in the following Funding Year, comply with their respective obligations in relation to the exit arrangements set out in Schedule 8 (Exit Arrangements) and any current Exit Plan. 37.2 42.2 On expiry or termination of this Agreement Contract for any reason, the Provider Contractor 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 Contractor 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 Contract and the ProviderContractor’s Exit Plan should reflect this. The Department will not be liable for any costs prior to or after the Termination Date or Expiry Date incurred by the Provider Contractor in complying with this Clause 37.242.2. 37.3 42.3 Unless the Department otherwise requires, during the time between service of a notice of termination of this Agreement Contract in whole or in part and such termination taking effect, the Provider Contractor must take all steps, which are necessary and consistent with its continuing obligations, to mitigate any losses, costs, liabilities and expenses which the Provider Contractor may incur as a result of the termination, including to: 37.3.1 42.3.1 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 42.3.2 terminate all relevant Agreements contracts or the relevant parts of relevant Agreements contracts with its subSub-contractors 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 contracts are required to be transferred to the Department or any Successor Provider Contractor instead; and 37.3.3 42.3.3 reduce labour costs by the redeployment or release of ProviderContractor's Personnel to the extent possible in the circumstances. 37.4 42.4 If the Provider Contractor does not fulfil its obligations in accordance with Clause 37.342.3, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken. 42.5 If the Contractor does not co-operate with the Department in relation to exit in accordance with this Clause 42 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Contractor to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 34.1 The Department and the Provider College must, unless the Provider College will be responsible for delivering the Services in the following Funding Year, comply with the exit arrangements set out in Schedule 8 6 (Exit Arrangements) and any current Exit Plan. 37.2 34.2 On expiry or termination of this Agreement for any reason, the Provider College 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 College cannot complete Learners that it will co-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 ProviderCollege’s Exit Plan should reflect this. The Department will not be liable for any costs prior to or after the Termination Date or Expiry Date incurred by the Provider College in complying with this Clause 37.234.2. 37.3 34.3 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 College must take all steps, which are necessary and consistent with its continuing obligations, to mitigate any losses, costs, liabilities and expenses which the Provider College may incur as a result of the termination, including to: 37.3.1 34.3.1 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 34.3.2 terminate all relevant Agreements or the relevant parts of relevant Agreements with its subSub-contractors 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 College instead; and 37.3.3 34.3.3 reduce labour costs by the redeployment or release of ProviderCollege's Personnel to the extent possible in the circumstances. 37.4 34.4 If the Provider College does not fulfil its obligations in accordance with Clause 37.334.3, the Department will not pay any sums in excess of those which the Department would have paid had such action been taken. 34.5 If the College does not co-operate with the Department in relation to exit in accordance with this Clause 34 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the College to reimburse the Department for this additional expenditure.

EXIT ARRANGEMENTS. 37.1 The Department and the Provider Employer must, unless the Provider Employer 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 Employer 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 Employer 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 ProviderEmployer’s Exit Plan should reflect this. The Department will not be liable for any costs prior to or after the Termination Date or Expiry Date incurred by the Provider Employer 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 Employer must take all steps, which are necessary and consistent with its continuing obligations, to mitigate any losses, costs, liabilities and expenses which the Provider Employer 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 subSub-contractors 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 Employer instead; and 37.3.3 reduce labour costs by the redeployment or release of ProviderEmployer's Personnel to the extent possible in the circumstances. 37.4 If the Provider Employer 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. 37.5 If the Employer does not co-operate with the Department in relation to exit in accordance with this Clause 37 and the Department incurs additional expenditure of any description as a result, the Department reserves the right to require the Employer to reimburse the Department for this additional expenditure.