EXIT PROVISIONS. 30.1 The Private Party recognises and acknowledges that SANParks, on the termination of this PPP Agreement for whatever reason, requires continuity in the conducting of the Project. The Private Party therefore irrevocably undertakes, on termination of this PPP Agreement, if required:
30.1.1 to meet with SANParks at such times prior to the termination of this PPP Agreement and in such manner as SANParks shall reasonably require, to negotiate the manner in which this PPP Agreement shall be terminated and the delivery to SANParks, or its nominee, by the Private Party to ensure the continuity of conducting the Project;
30.1.2 to use its best efforts to assist SANParks to effect the orderly and uninterrupted transition of conducting the Project;
30.1.3 to assist SANParks and to provide advice to SANParks in respect of specific service management issues such assistance and advice shall exclude the sharing of Private Party’s Intellectual Property and Confidential information as defined in Clauses 2.1.28 and 2.1.9 respectively;
30.1.4 to commit available resources to effect the transition;
30.1.5 for the purpose of this Clause 30, to allow SANParks reasonable access to any employee/s of the Private Party who has been employed by the Private Party in respect of conducting the Project;
30.1.6 to allow SANParks, the nominee or a new operator, to make offers of employment to employees of the Private Party who are, as at the termination of this PPP Agreement, employed by the Private Party for the purposes of conducting the Project;
30.1.7 to cede and assign to SANParks all of the contracts required by SANParks, concluded between the Private Party and third parties, in connection with the Project however, the said contracts shall exclude Private Party’s contracts containing Confidential Information as defined in Clause 2.1.9;
30.1.8 to work with SANParks and/or the new Private Party for a smooth handover of the Retail Business;
30.1.9 to agree with SANParks the reasonable costs, including, but not limited, to overhead expenses and management PPP Fees, payable to the Private Party in respect of the functions and obligations undertaken by the Private Party in terms of this Clause 30, and
30.1.10 in the event that the Parties shall fail to come to an agreement in respect of any of the provisions of this Clause 30, the failure of the Parties shall be deemed to be a dispute, and shall be dealt with in accordance with Clause 28.
EXIT PROVISIONS. (a) If, at any time prior to the ROFO Termination Date, the Standby Purchaser provides a written notice to the Company that the Standby Purchaser and those of its Affiliates who own Common Stock desire to sell the Common Stock held by such Persons (a “Potential Sale Notice”) the Company or its designee may, by written notice to the Standby Purchaser (a “Company Offer Notice”) delivered by the date that is the earlier of (i) the date that is six (6) months following the date of the Potential Sale Notice and (ii) the ROFO Termination Date, make a Qualifying Offer to purchase all, but not less than all, of the Common Stock held by the Standby Purchaser and its Affiliates. If the Standby Purchaser or such Affiliate accepts the Qualifying Offer contained in the Company Offer Notice, the Standby Purchaser shall notify the Company of such acceptance within ten (10) Business Days of receipt of such Company Offer Notice, and the closing of the sale of the Offered Shares to the Company or such designee shall occur on the later to occur of (x) thirty (30) days of such election and (y) ten (10) Business Days after any required regulatory approvals for such sale are received.
(b) If either (i) the Company confirms in writing that the Company will not provide a Company Offer Notice, (ii) the Company does not deliver a Company Offer Notice to the Standby Purchaser in the manner set forth in Section 13(a), (iii) the Company delivers a Company Offer Notice to the Standby Purchaser and fails to close on the purchase described in such Company Offer Notice for reasons other than the default by the Standby Purchaser or its Affiliates, or (iv) the Standby Purchaser or its applicable Affiliate does not accept the offer contained in the Company Offer Notice, then the Standby Purchaser and its Affiliates may (A) sell all or any portion of the Common Stock held by the Standby Purchaser or its Affiliates to a third party (subject to applicable Law) or (B) require the Company to register such Common Stock for resale under the Securities Act in accordance with the provisions of Exhibit B attached hereto; provided, that until the ROFO Termination Date, if the Company has delivered a Company Offer Notice to the Standby Purchaser, any such sale must be for a price that is not less than the price contained in the Company Offer Notice.
(c) For the purposes of this Section 13, a “Qualifying Offer” shall mean an offer for all but not less than all of the Common Stock owned by the Standby Pur...
EXIT PROVISIONS. The Private Party recognises and acknowledges that SANParks, on the termination of this PPP Agreement after the Operation Commencement Date for whatever reason, requires continuity in the conducting of the Project. The Private Party therefore irrevocably undertakes, on termination of this PPP Agreement after the Operation Commencement Date, if required:
17.12.1 to use its best efforts to assist SANParks to effect the orderly and uninterrupted transition of conducting the Project;
17.12.2 to assist SANParks and to provide advice to SANParks in respect of specific service management issues;
17.12.3 to commit available resources to effect the transition;
17.12.4 for the purpose of this Clause 17.12, to allow SANParks reasonable access to any employee/s of the Private Party who has been employed by the Private Party in respect of conducting the Project;
17.12.5 to allow SANParks, the nominee or a new Private Party, to make offers of employment to employees of the Private Party who are, as at the termination of this PPP Agreement, employed by the Private Party for the purposes of conducting the Project;
17.12.6 to cede and assign to SANParks all of the contracts required by SANParks, concluded between the Private Party and third parties, in connection with the Project;
17.12.7 to make appropriate training available to the employees and/or agents of SANParks or the new Private Party;
17.12.8 to agree with SANParks the reasonable costs, including, but not limited to, overhead expenses and management PPP Fees, payable to the Private Party in respect of the functions and obligations undertaken by the Private Party in terms of this Clause 17.12; and
17.12.9 in the event that the Parties shall fail to come to an agreement in respect of any of the provisions of this Clause 17.12, the failure of the Parties shall be deemed to be a dispute, and shall be dealt with in accordance with Clause 19.2.
EXIT PROVISIONS. The Supplier shall: periodically and whenever so requested by the Authority provide the Authority with sufficient information concerning the Services Requirements of Contracting Bodies who have entered Call-Off Agreements as shall enable the Authority to devise an invitation to tender for the supply of services the same as or similar to the Available Services. be entitled to charge for information not normally available from its systems and also for any associated staff time which may be incurred, but will not charge for such information as is readily available to Supplier .
EXIT PROVISIONS. 12.1 This Agreement may be terminated by written notice given by Seller or Buyer to the other of them:
(a) that a * cannot be * between the Parties after having negotiated in good faith to so do, provided that a Party’s refusal to agree to an amendment of this Agreement may not be the basis of a termination under this Agreement;
(b) in the event that the Party to which notice is given has breached a material provision of this Agreement; and
(c) in the event that the Party to which notice is given goes into liquidation (other than voluntary liquidation in a solvent condition for the purposes of amalgamation or reconstruction), enters into an arrangement or composition with its creditors or has a receiver appointed of any of its assets.
12.2 Termination pursuant to Section 12.1 above shall take effect as follows:
(a) in the case of notice given pursuant to Section 12.1(a), at the end of the calendar year in which it is given; or
(b) in the case of a notice given pursuant to Section 12.1(b), immediately upon the expiration of 30 (thirty) days from the date of such notice unless such breach has been cured prior to the expiration of such 30-day period; or
(c) in the case of notice given pursuant to section 12.1(c), forthwith upon such notice being given or on such later date as may be specified in that notice by the Party giving it. Each such date is hereinafter referred to as “the Effective Termination Date” and any Annual Forecast or revised forecast agreed prior to the Effective Termination Date shall remain in full force and effect until such Effective Termination Date, unless otherwise agreed in writing by the Parties.
EXIT PROVISIONS. 12.1 The following provisions shall apply if any Council no longer wishes to be a party to this document:
a. The Council that wishes to exit shall give the other Councils 60 Working Days written notice of their intention.
b. Receipt of such notice shall require the Councils to meet to review this document and agree any appropriate changes that may be required as a result of such Council's desire to exit.
EXIT PROVISIONS. 5 (a) Exit Sale...........................................5
EXIT PROVISIONS. 18.1 This Agreement will operate for a period of three (3) years and then will require review by all parties as to its suitability to continue, to be amended or to be terminated.
18.2 The parties agree to enter negotiations for the continuation, amendment or, termination of the Agreement by no later than six (6) months from the nominal expiry of the Agreement
18.3 Any party may seek to terminate the Agreement by providing twelve (12) months written notice to the other party in accordance with clause 10 of the Award.
18.4 In the absence of an agreement between the parties for a Local Arrangement for Flexible Working Hours the prevailing provision contained within the Award or its successor will apply.
EXIT PROVISIONS. The Supplier shall: periodically and whenever so requested by the Authority provide the Authority with sufficient information concerning the Services Requirements of Contracting Bodies who have entered Call Off Agreements as shall enable the Authority to devise an invitation to tender for the supply of services the same as or similar to the Available Services. be entitled to charge for information not normally available from its systems and also for any associated staff time which may be incurred, but will not charge for such information as is readily available to Supplier. The Supplier shall provide to the Authority any reasonable assistance requested by the Authority to enable continuity of Services and the smooth transition of this Framework Agreement (or any part thereof) to the Authority and/or a replacement supplier(s) following the termination or expiry of this Framework Agreement (or any part thereof). The Supplier shall reallocate resources to provide these services without additional charge to the Authority and will provide all reasonable assistance to facilitate the orderly transfer of responsibility for and conduct of its obligations under this Framework Agreement to the Authority and/or a replacement supplier(s). The Supplier shall ensure that the Shared Facilities Register that is created and maintained by the Supplier pursuant to this Framework Agreement, shall be in an industry standard transferable format and/or based on open standards so that upon exit of this Framework Agreement, the Shared Facilities Register (including all functionality, data, databases and any other components, modules, customisations or software which are used in the delivery of the Services under this Framework Agreement) can be transferred to the Authority and/or a replacement supplier(s) for no additional charges or ongoing fees. The Supplier shall (without prejudice to its obligation to comply in all respects with the Transfer of Undertakings (Protection of Employment) Regulations 2006) periodically and whenever so requested by the Authority, provide the Authority within fourteen [14] days of written request with written information about each of the Supplier Staff or its Sub-Contractor’s Staff including in particular: the percentage of working time spent by each of them in the provision of the Available Services; job title, remuneration (meaning salary and benefits and any enhanced redundancy terms), age, length of service, notice period, particulars of employme...
EXIT PROVISIONS. 12.1 This Agreement may be terminated by written notice given by Seller or Buyer to the other of them:
A. on or at any time after January 1, 2007;
B. at [TEXT DELETED] in the event that a [TEXT DELETED] cannot be [TEXT DELETED] in compliance with the dispute resolution procedures described in Section 11.1 hereof ; or
C. in the event that the Party to which notice is given goes into liquidation (other than voluntary liquidation in a solvent condition for the purposes of amalgamation or reconstruction), enters into an arrangement or composition with its creditors or has a receiver appointed of any of its assets.
12.2 Termination pursuant to Section 12.1 above shall take effect as follows:
12.2.1 In the case of notice given pursuant to Section 12.1A:
A. if it is given by no later than September 30, at the end of the calendar year in which it is given; or
B. if it is given later than September 30, at the end of the calendar year next following the year in which it is given.
12.2.2 In the case of a notice given pursuant to Section 12.1B, at the end of the calendar year in which it is given.
12.2.3 In the case of notice given pursuant to section 12.1C, forthwith upon such notice being given or on such later date as may be specified in that notice by the Party giving it. Each such date is hereinafter referred to as "the Effective Termination Date".
12.3 In the event of termination pursuant to Section 12.1A or 12.1B above (but not Section 12.1C), Seller and Buyer shall enter into a replacement agreement providing for the supply and purchase of Coke on terms corresponding with the terms and provisions of this present Agreement mutatis mutandis save that
A. it shall be for a term of three years beginning immediately after the Effective Termination Date;
B. for the first, second and third years of such term, Seller shall supply and Buyer shall purchase and receive approximately [TEXT DELETED]%, [TEXT DELETED]% and [TEXT DELETED]%, respectively, of the volume of each Grade supplied during the year ending with the Effective Termination Date;
C. the prices to be charged by Seller and paid by Buyer shall be on a "[TEXT DELETED]" basis, meaning that such prices shall be no [TEXT DELETED] than the [TEXT DELETED] (excluding [TEXT DELETED]) [TEXT DELETED] by [TEXT DELETED] for the relevant Grade of Coke among all of its Coke [TEXT DELETED] other than Buyer and ascertained by reference to the prices applicable at the commencement of the year in which delivery is effected of t...
