Common use of Exit Management Clause in Contracts

Exit Management. The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement. 44.1. The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management. 44.2. A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within three (3) months of the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments. 44.3. The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include: 44.3.1. the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Goods and related services; 44.3.2. the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the Goods and related services; 44.3.3. details of the Exit Management to be provided by the Contractor prior to the Exit Management Date; 44.3.4. support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period; 44.3.5. the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and 44.3.6. all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Goods and related services to either a Replacement Contractor or the Authority. 44.4. No amendment of the Exit Plan shall be made without prior written consent of the Authority.

Exit Management. 44.1. The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement. 44.144.2. The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute ResolutionResolution3). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management. 44.244.3. A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within three (3) the first 12 months of after the Commencement Date and shall include or address the matters specified in Clause 44.3. 44.4 The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments. 44.344.4. The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include: 44.3.1. 44.4.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Goods and related servicesServices; 44.3.2. 44.4.2 the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the Goods and related servicesServices; 44.3.3. 44.4.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Date; 44.3.4. 44.4.4 support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period; 44.3.5. 44.4.5 the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and; 44.3.6. 44.4.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Goods and related services Services to either a Replacement Contractor or the Authority. 44.4. No amendment of the Exit Plan shall be made without prior written consent of the Authority.;

Exit Management. The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement. 44.1. 44.1 The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management. 44.2. 44.2 A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within three (3) months of after the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments. 44.3. 44.3 The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include: 44.3.1. 44.3.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Goods and related servicesServices; 44.3.2. 44.3.2 the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the Goods and related servicesServices; 44.3.3. 44.3.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Date; 44.3.4. 44.3.4 support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period; 44.3.5. 44.3.5 the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and 44.3.6. 44.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Goods and related services Services to either a Replacement Contractor or the Authority. 44.4. 44.4 No amendment of the Exit Plan shall be made without prior written consent of the Authority.

Exit Management. The Contractor Supplier shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this AgreementContract. 44.1. 67.1 The Contractor Supplier agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority Purchaser and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor Supplier agrees that the Authority Purchaser may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 62 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor Supplier has breached (or attempted or threatened to breach) any such obligation, the Contractor Supplier agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor Supplier shall not oppose the entry of an appropriate order compelling performance by the Contractor Supplier and restraining the Contractor Supplier from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management. 44.2. 67.2 A draft of the Exit Plan shall be produced by the Contractor Supplier and supplied to the Authority Purchaser within [three (3) months of months] after the Commencement Date and shall include or address the matters specified in Clause 44.367.3. The Authority Purchaser shall provide to the Contractor Supplier the AuthorityPurchaser’s comments on the plan within one (1) month of the AuthorityPurchaser’s receipt of the plan. The Contractor Supplier shall take into account the comments and suggestions of the Authority Purchaser and shall issue the final version of the Exit Plan to the Authority Purchaser within ten (10) Working Days of receipt of the AuthorityPurchaser’s comments. 44.3. 67.3 The Contractor Supplier shall throughout the period of the Agreement Contract review, maintain and continuously update the Exit Plan which shall include: 44.3.1. 67.3.1 the activities required to enable the Authority Purchaser to re-tender the Authority Purchaser Requirements and/or the provision of the Goods and related servicesContract; 44.3.2. 67.3.2 the activities necessary to support any Replacement Contractor Supplier or the Authority Purchaser in carrying out any necessary due diligence relating to all or part of the Goods and related servicesContract; 44.3.3. 67.3.3 details of the Exit Management to be provided by the Contractor Supplier prior to the Exit Management Date; 44.3.4. 67.3.4 support for the Replacement Contractor Supplier or the Authority Purchaser during their preparation of any relevant plan for the transition of the any System to the Replacement Contractor Supplier or AuthorityPurchaser, including prior to and during such transition period; 44.3.5. 67.3.5 the maintenance of a ‘business as usual’ environment for the Authority Purchaser during the period when Exit Management obligations are applicable; and 44.3.6. 67.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Goods and related services Contract to either a Replacement Contractor Supplier or the AuthorityPurchaser. 44.4. 67.4 No amendment of the Exit Plan shall be made without prior written consent of the AuthorityPurchaser.

Exit Management. 44.1. The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement. 44.144.2. The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management. 44.244.3. A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within three (3) months of after the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments. 44.344.4. The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include: 44.3.144.4.1. the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Goods and related services; 44.3.244.4.2. the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the Goods and related services; 44.3.344.4.3. details of the Exit Management to be provided by the Contractor prior to the Exit Management Date; 44.3.444.4.4. support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period; 44.3.544.4.5. the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and 44.3.644.4.6. all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Goods and related services to either a Replacement Contractor or the Authority. 44.444.5. No amendment of the Exit Plan shall be made without prior written consent of the Authority.

Exit Management. 44.1. The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement. 44.144.2. The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management. 44.244.3. A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within [three (3) months of months] after the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments. 44.344.4. The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include: 44.3.144.4.1. the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Goods and related servicesServices; 44.3.244.4.2. the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the Goods and related servicesServices; 44.3.344.4.3. details of the Exit Management to be provided by the Contractor prior to the Exit Management Date; 44.3.444.4.4. support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period; 44.3.544.4.5. the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and 44.3.644.4.6. all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Goods and related services Services to either a Replacement Contractor or the Authority. 44.444.5. No amendment of the Exit Plan shall be made without prior written consent of the Authority.

Exit Management. The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement. 44.1. 44.1 The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened threat ened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management. 44.2. 44.2 A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within three (3) months of after the Commencement Date and shall include or address the t he matters specified in Clause 44.3. The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments. 44.3. 44.3 The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include: 44.3.1. 44.3.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Goods and related servicesServices; 44.3.2. 44.3.2 the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the Goods and related servicesServices; 44.3.3. 44.3.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Date; 44.3.4. 44.3.4 support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period; 44.3.5. 44.3.5 the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and 44.3.6. 44.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Goods and related services Servic es to either a Replacement Contractor or the Authority. 44.4. 44.4 No amendment of the Exit Plan shall be made without prior written consent of the Authority.

Exit Management. The Contractor Service Provider shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement. 44.1. 44.1 The Contractor Service Provider agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor Service Provider agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor Service Provider has breached (or attempted or threatened to breach) any such obligation, the Contractor Service Provider agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor Service Provider shall not oppose the entry of an appropriate order compelling performance by the Contractor Service Provider and restraining the Contractor Service Provider from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management. 44.2. 44.2 A draft of the Exit Plan shall be produced by the Contractor Service Provider and supplied to the Authority within three (3) months of after the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor Service Provider the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor Service Provider shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments. 44.3. 44.3 The Contractor Service Provider shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include: 44.3.1. 44.3.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Goods and related servicesServices; 44.3.2. 44.3.2 the activities necessary to support any Replacement Contractor Service Provider or the Authority in carrying out any necessary due diligence relating to all or part of the Goods and related servicesServices; 44.3.3. 44.3.3 details of the Exit Management to be provided by the Contractor Service Provider prior to the Exit Management Date; 44.3.4. 44.3.4 support for the Replacement Contractor Service Provider or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor Service Provider or Authority, including prior to and during such transition period; 44.3.5. 44.3.5 the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and 44.3.6. 44.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Goods and related services Services to either a Replacement Contractor Service Provider or the Authority. 44.4. 44.3.7 No amendment of the Exit Plan shall be made without prior written consent of the Authority.

Exit Management. 44.1 The Contractor shall perform its relevant Exit Management obligations as part of the Framework Agreement whether applicable on either the expiry or early termination of this Framework Agreement. 44.1. 44.2 The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management. 44.2. 44.3 A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within [three (3) months of months] after the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor the Authority’s 's comments on the plan within one (1) month of the Authority’s 's receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s 's comments. 44.3. 44.4 The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include: 44.3.1. 44.4.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Goods and related servicesServices; 44.3.2. 44.4.2 the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the Goods and related servicesServices; 44.3.3. 44.4.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Dateany expiry or termination of this Framework Agreement; 44.3.4. 44.4.4 support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System Services to the Replacement Contractor or Authority, including prior to and during such transition period; 44.3.5. 44.4.5 the maintenance of a ‘'business as usual’ ' environment for the Authority during the period when Exit Management obligations are applicable; and 44.3.6. 44.4.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Goods and related services Services to either a Replacement Contractor or the Authority. 44.4. 44.4.7 No amendment of the Exit Plan shall be made without prior written consent of the Authority.

Exit Management. 58.1 The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement.Contract 44.1. 58.2 The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority Purchaser and their respective customers Framework Public Body Customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority Purchaser may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 53 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management. 44.2. 58.3 A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority Purchaser within three (3) months of after the Commencement Date and shall include or address the matters specified in Clause 44.358.4. The Authority Purchaser shall provide to the Contractor the AuthorityPurchaser’s comments on the plan within one (1) month of the AuthorityPurchaser’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority Purchaser and shall issue the final version of the Exit Plan to the Authority Purchaser within ten (10) Working Days of receipt of the AuthorityPurchaser’s comments. 44.3. 58.4 The Contractor shall throughout the period of the Agreement Contract review, maintain and continuously update the Exit Plan which shall include: 44.3.1. 58.4.1 the activities required to enable the Authority Purchaser to re-tender the Authority Purchaser Requirements and/or the provision of the Goods and related servicesServices; 44.3.2. 58.4.2 the activities necessary to support any Replacement Contractor or the Authority Purchaser in carrying out any necessary due diligence relating to all or part of the Goods and related servicesServices; 44.3.3. 58.4.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Date; 44.3.4. 58.4.4 support for the Replacement Contractor or the Authority Purchaser during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or AuthorityPurchaser, including prior to and during such transition period; 44.3.5. 58.4.5 the maintenance of a ‘business as usual’ environment for the Authority Purchaser during the period when Exit Management obligations are applicable; and 44.3.6. 58.4.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Goods and related services Services to either a Replacement Contractor or the AuthorityPurchaser. 44.4. 58.5 No amendment of the Exit Plan shall be made without prior written consent of the AuthorityPurchaser.

Exit Management. The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement. 44.1. 44.1 The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management. 44.2. 44.2 A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within three (3) months of after the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments. 44.3. 44.3 The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include: 44.3.1. 44.3.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Goods and & related servicesServices; 44.3.2. 44.3.2 the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the Goods and & related servicesServices; 44.3.3. 44.3.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Date; 44.3.4. 44.3.4 support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period; 44.3.5. 44.3.5 the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and 44.3.6. 44.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Goods and & related services Services to either a Replacement Contractor or the Authority. 44.4. 44.4 No amendment of the Exit Plan shall be made without prior written consent of the Authority.

Exit Management. The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement. 44.1. 44.1 The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened threat ened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management. 44.2. 44.2 A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within three (3) months of after the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments. 44.3. 44.3 The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include: 44.3.1. 44.3.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Goods and related servicesServices; 44.3.2. 44.3.2 the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the Goods and related servicesServices; 44.3.3. 44.3.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Date; 44.3.4. 44.3.4 support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period; 44.3.5. 44.3.5 the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and 44.3.6. 44.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Goods and related services Servic es to either a Replacement Contractor or the Authority. 44.4. 44.4 No amendment of the Exit Plan shall be made without prior written consent of the Authority.

Exit Management. 57.1 The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this AgreementContract. 44.1. 57.2 The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority Purchaser and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority Purchaser may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 53 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management. 44.2. 57.3 A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority Purchaser within three (3) months of after the Commencement Date and shall include or address the matters specified in Clause 44.357.4. The Authority Purchaser shall provide to the Contractor Service Provider the AuthorityPurchaser’s comments on the plan within one (1) month of the AuthorityPurchaser’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority Purchaser and shall issue the final version of the Exit Plan to the Authority Purchaser within ten (10) Working Days of receipt of the AuthorityPurchaser’s comments. 44.3. 57.4 The Contractor shall throughout the period of the Agreement Contract review, maintain and continuously update the Exit Plan which shall include: 44.3.1. 57.4.1 the activities required to enable the Authority Purchaser to re-tender the Authority Purchaser Requirements and/or the provision of the Goods and related servicesServices; 44.3.2. 57.4.2 the activities necessary to support any Replacement Contractor or the Authority Purchaser in carrying out any necessary due diligence relating to all or part of the Goods and related servicesServices; 44.3.3. 57.4.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Date; 44.3.4. 57.4.4 support for the Replacement Contractor or the Authority Purchaser during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or AuthorityPurchaser, including prior to and during such transition period; 44.3.5. 57.4.5 the maintenance of a ‘business as usual’ environment for the Authority Purchaser during the period when Exit Management obligations are applicable; and 44.3.6. 57.4.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Goods and related services Services to either a Replacement Contractor or the AuthorityPurchaser. 44.4. 57.5 No amendment of the Exit Plan shall be made without prior written consent of the AuthorityPurchaser.

Exit Management. The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement. 44.1. 44.1 The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management. 44.2. 44.2 A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within [three (3) months of months] after the Commencement Date and shall include or address the matters specified in Clause 44.346.3. The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments. 44.3. 44.3 The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include: 44.3.1. 44.3.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Goods and related servicesServices; 44.3.2. 44.3.2 the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the Goods and related servicesServices; 44.3.3. 44.3.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Date; 44.3.4. 44.3.4 support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period; 44.3.5. 44.3.5 the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and 44.3.6. 44.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Goods and related services Services to either a Replacement Contractor or the Authority. 44.4. 44.4 No amendment of the Exit Plan shall be made without prior written consent of the Authority.

Exit Management. The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement. 44.1. 44.1 The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management., 44.2. 44.2 A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within three (3) months of after the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments. 44.3. 44.3 The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include: 44.3.1. 44.3.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Goods and related servicesServices; 44.3.2. 44.3.2 the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the Goods and related servicesServices; 44.3.3. 44.3.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Date; 44.3.4. 44.3.4 support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period; 44.3.5. 44.3.5 the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and 44.3.6. 44.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Goods and related services Services to either a Replacement Contractor or the Authority. 44.4. 44.4 No amendment of the Exit Plan shall be made without prior written consent of the Authority.

Exit Management. The Contractor Supplier shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement. 44.1. 44.1 The Contractor Supplier agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor Supplier agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor Supplier has breached (or attempted or threatened to breach) any such obligation, the Contractor Supplier agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor Supplier shall not oppose the entry of an appropriate order compelling performance by the Contractor Supplier and restraining the Contractor Supplier from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management. 44.2. 44.2 A draft of the Exit Plan shall be produced by the Contractor Supplier and supplied to the Authority within [three (3) months of months] after the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor Supplier the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor Supplier shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments. 44.3. 44.3 The Contractor Supplier shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include: 44.3.1. 44.3.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Goods and related servicesServices; 44.3.2. 44.3.2 the activities necessary to support any Replacement Contractor Supplier or the Authority in carrying out any necessary due diligence relating to all or part of the Goods and related servicesServices; 44.3.3. 44.3.3 details of the Exit Management to be provided by the Contractor Supplier prior to the Exit Management Date; 44.3.4. 44.3.4 support for the Replacement Contractor Supplier or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor Supplier or Authority, including prior to and during such transition period; 44.3.5. 44.3.5 the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and 44.3.6. 44.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Goods and related services Services to either a Replacement Contractor Supplier or the Authority. 44.4. 44.4 No amendment of the Exit Plan shall be made without prior written consent of the Authority.