EXIT PROVISIONS Sample Clauses
Exit provisions define the terms and conditions under which parties to an agreement can end their contractual relationship. These provisions typically outline the procedures for giving notice, any required advance warning periods, and the obligations that must be fulfilled upon termination, such as final payments or the return of confidential information. By clearly specifying how and when a contract can be exited, these clauses provide a structured process for ending agreements, thereby reducing uncertainty and minimizing disputes between parties.
POPULAR SAMPLE Copied 3 times
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 CONFIDENTIAL TREATMENT HAS BEEN CLAIMED FOR PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 406 UNDER THE SECURITIES ACT OF 1934 AND RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 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. 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:
(i) IUBT and the Option Holders receive a simultaneous bona fide arm’s length offer from a third party (other than an Affiliate of any Option Holder) to purchase any of the issued and outstanding Common Shares (it being understood that the provisions of this
Section 5.1 shall not apply to such a simultaneous offer for all of the issued and outstanding Common Shares); or
(ii) ICF receives a bona fide arm’s length offer from a third party (other than an Affiliate of any Option Holder) to purchase all of its assets and business or to acquire ICF through any other form of business combination (whether by merger or otherwise), which, in either case, IUBT or ICF wishes to accept (in either instance, the “Exit Offer”). IUBT or ICF as the case may be will notify the Option Holders in writing, within 15 days of its receipt of the Exit Offer (the “Exit Notice”), that (i) IUBT or ICF, as the case may be, wishes to accept the Exit Offer and (ii) in the case of an asset sale or other business combination, IUBT and/or ICF intends to vote to approve the transaction described in the Exit Offer.
(b) The Exit Notice shall contain all of the terms and conditions of the proposed sale, including, without limitation, the name and address of the prospective buyer, the purchase price and other components of the transaction value, the terms of payment, other terms and conditions (or the minimum purchase price or basis for determining the minimum purchase price and minimum acceptable other terms and conditions) and the date on or about which the sale is to be made.
(c) IUBT and the Option Holders or ICF, as the case may be, will sell to the purchaser named in the Exit Notice:
(i) their Common Shares, if the Exit Offer contemplated the sale of Common Shares (it being understood that IUBT may also elect to sell, or to cause ICF to redeem, its Preferred Shares to the extent such sale or redemption is contemplated by the Exit Offer), or
(ii) the assets and business of ICF, if the Exit Offer contemplated the sale of ICF’s assets and business, whether pursuant to an asset sale transaction, a merger, or some other form of business combination, for the price and upon the terms and conditions set forth in the Exit Offer. Each of the Option Holders and IUBT or ICF, as appropriate, shall sign all documents and do all things, or shall cause all documents to be signed and all things to be done, that are necessary to complete the sale described in the Exit Notice. Without limiting the ge...
EXIT PROVISIONS. 7.1 The Contractor undertakes to the Authority (for the benefit of the Authority itself and for the Authority as agent and trustee for the benefit of the Eligible LGPS Employees) that on:
(a) the expiry or termination of this Contract; or
(b) the expiry or termination of any Subcontract in the case of a relevant Employing Subcontractor; or
(c) the employment of any Eligible LGPS Employee transferring to a Replacement Contractor as a result of a staff transfer scheme or TUPE, the Contractor shall (and shall procure that each relevant Employing Subcontractor shall), if requested by the Authority, use its best endeavours to procure that the trustees of the Contractor's Scheme offer bulk transfer terms in respect of the relevant Eligible LGPS Employees' service in the Contractor's Scheme (including any service credits awarded in accordance with paragraph 4 of this Part B) to the pension scheme of the Authority, any Replacement Contractor (or their Subcontractors), or any new Employing Subcontractor (as applicable), which are no less favourable (in the opinion of the Relevant Administering Authority's Actuary or an actuary appointed by the Authority) than the bulk transfer terms set out in the Actuary's Letter, provided always that the bulk transfer payment that relates to the service credits that were awarded in the Contractor’s Scheme in accordance with paragraph 4 of this Part B shall be not less than that provided for under the Actuary’s Letter. The Service Credits to be awarded by the pension scheme of the Authority, any Replacement Contractor or any new Employing Subcontractor shall be awarded on a day for day basis or actuarial equivalent basis where there are benefit differences between the two schemes. In addition to this, the Contractor shall procure that the Replacement Contractor complies with the requirements of paragraph 3.1 of Part A to this Schedule.
7.2 If the transfer payment paid by the trustees of the Contractor's Scheme is less (in the opinion (acting reasonably) of the Relevant Administering Authority's Actuary or an actuary appointed by the Authority) than the transfer payment which would have been paid had paragraph 7.1 of this Part B been complied with, the Contractor shall (and/or shall procure that each relevant Employing Subcontractor shall) pay to the Authority, or any Replacement Contractor (or their Subcontractor), (as appropriate) (or as such person shall direct) the amount of the difference.
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. 24.1. Subject to the Exit Services (if any), the parties agree that on termination or expiry of the Agreement (which shall include the Licence):
24.1.1. the Customer shall immediately stop all use of Vizrt Software;
24.1.2. the Customer shall immediately cease use of all Access Keys;
24.1.3. promptly, following the Supplier’s request, return all Access Keys to the Supplier;
24.1.4. the Customer shall irretrievably destroy all copies of the Vizrt Software and the Documentation;
24.1.5. each party shall return or destroy (at the proprietor party’s option), and make no further use of, any equipment, property, Confidential Information, or other items belonging to the other party (including all copies); and
24.1.6. the Supplier may destroy, otherwise dispose of, or put beyond use, any of the Customer’s Property within its possession unless, with respect to Customer’s Data, the Supplier receives (by no later than ten (10) calendar days from the effective date of the termination or expiry of the Agreement) a written request for temporary and limited access to the Vizrt Software for the sole purpose of retrieving the Customer’s Data.
24.2. Termination or expiry of the Agreement shall:
24.2.1. be without prejudice to any rights or liabilities which may have accrued up to the date of such termination or expiry; and
24.2.2. not affect the coming into force, or the continuance in force, of any provisions which are expressly, or by implication, intended to come into, or to continue in force, on or after termination or expiry of the Agreement.
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 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.