Common use of OBLIGATIONS DURING THE TERM TO FACILITATE EXIT Clause in Contracts

OBLIGATIONS DURING THE TERM TO FACILITATE EXIT. During the Term, the Supplier shall: create and maintain a Register of all: Supplier assets, detailing their: make, model and asset number; ownership and status as either Exclusive Assets or Non-Exclusive Assets; Net Book Value; condition and physical location; and use (including technical specifications); and Sub-Contracts and other relevant agreements (including relevant software licences, maintenance and support agreements and equipment rental and lease agreements) required for the performance of the Ordered Panel Services; create and maintain a configuration database detailing the technical infrastructure and operating procedures through which the Supplier provides the Ordered Panel Services, which shall contain sufficient detail to permit the Customer and/or Replacement Supplier to understand how the Supplier provides the Ordered Panel Services and to enable the smooth transition of the Ordered Panel Services with the minimum of disruption; agree the format of the Registers with the Customer as part of the process of agreeing the Exit Plan; and at all times keep the Registers up to date, in particular in the event that assets, Sub-Contracts or other relevant agreements are added to or removed from the Ordered Panel Services. The Supplier shall: procure that all Exclusive Assets listed in the Registers are clearly marked to identify that they are exclusively used for the provision of Ordered Panel Services under this Legal Services Contract; and (unless otherwise agreed by the Customer in writing) procure that all licences for Third Party IPR and all Sub-Contracts shall be assignable and/or capable of novation at the request of the Customer to the Customer (and/or its nominee) and/or any Replacement Supplier upon the Supplier ceasing to provide the Ordered Panel Services (or part of them) without restriction (including any need to obtain any consent or approval) or payment by the Customer. Where the Supplier is unable to procure that any Sub-Contract or other agreement referred to in paragraph 4.2.2 of this Contract Schedule 2 which the Supplier proposes to enter into after the Commencement Date is assignable and/or capable of novation to the Customer (and/or its nominee) and/or any Replacement Supplier without restriction or payment, the Supplier shall promptly notify the Customer of this and the Parties shall (acting reasonably and without undue delay) discuss the appropriate action to be taken which, where the Customer so directs, may include the Supplier seeking an alternative Sub-Contractor or provider of services to which the relevant agreement relates. Each Party shall appoint a person for the purposes of managing the Parties' respective obligations under this Contract Schedule 2 and provide written notification of such appointment to the other Party within three (3) months of the Commencement Date. The Supplier's Exit Manager shall be responsible for ensuring that the Supplier and its employees, agents and Sub-Contractors comply with this Contract Schedule 2. The Supplier shall ensure that its Exit Manager has the requisite authority to arrange and procure any resources of the Supplier as are reasonably necessary to enable the Supplier to comply with the requirements set out in this Contract Schedule 2. The Parties' Exit Managers will liaise with one another in relation to all issues relevant to the termination of this Contract and all matters connected with this Contract Schedule 2 and each Party's compliance with it.

OBLIGATIONS DURING THE TERM TO FACILITATE EXIT. During the Term, the Supplier shall: create and maintain a Register of all: Supplier assets, detailing their: make, model and asset number; ownership and status as either Exclusive Assets or Non-Exclusive Assets; Net Book Value; condition and physical location; and use (including technical specifications); and Sub-Contracts and other relevant agreements (including relevant software licences, maintenance and support agreements and equipment rental and lease agreements) required for the performance of the Ordered Panel Services; create and maintain a configuration database detailing the technical infrastructure and operating procedures through which the Supplier provides the Ordered Panel Services, which shall contain sufficient detail to permit the Customer and/or Replacement Supplier to understand how the Supplier provides the Ordered Panel Services and to enable the smooth transition of the Ordered Panel Services with the minimum of disruption; agree the format of the Registers with the Customer as part of the process of agreeing the Exit Plan; and at all times keep the Registers up to date, in particular in the event that assets, Sub-Contracts or other relevant agreements are added to or removed from the Ordered Panel Services. The Supplier shall: procure that all Exclusive Assets listed in the Registers are clearly marked to identify that they are exclusively used for the provision of Ordered Panel Services under this Legal Services Contract; and (unless otherwise agreed by the Customer in writing) procure that all licences for Third Party IPR and all Sub-Contracts shall be assignable and/or capable of novation at the request of the Customer to the Customer (and/or its nominee) and/or any Replacement Supplier upon the Supplier ceasing to provide the Ordered Panel Services (or part of them) without restriction (including any need to obtain any consent or approval) or payment by the Customer. Where the Supplier is unable to procure that any Sub-Contract or other agreement referred to in paragraph 4.2.2 3.2.2 of this Contract Schedule 2 which the Supplier proposes to enter into after the Commencement Date is assignable and/or capable of novation to the Customer (and/or its nominee) and/or any Replacement Supplier without restriction or payment, the Supplier shall promptly notify the Customer of this and the Parties shall (acting reasonably and without undue delay) discuss the appropriate action to be taken which, where the Customer so directs, may include the Supplier seeking an alternative Sub-Contractor or provider of services to which the relevant agreement relates. Each Party shall appoint a person for the purposes of managing the Parties' respective obligations under this Contract Schedule 2 and provide written notification of such appointment to the other Party within three (3) months of the Commencement Date. The Supplier's Exit Manager shall be responsible for ensuring that the Supplier and its employees, agents and Sub-Contractors comply with this Contract Schedule 2. The Supplier shall ensure that its Exit Manager has the requisite authority to arrange and procure any resources of the Supplier as are reasonably necessary to enable the Supplier to comply with the requirements set out in this Contract Schedule 2. The Parties' Exit Managers will liaise with one another in relation to all issues relevant to the termination of this Contract and all matters connected with this Contract Schedule 2 and each Party's compliance with it.

OBLIGATIONS DURING THE TERM TO FACILITATE EXIT. During the Term, the Supplier shall: create and maintain a Register register of all: Supplier assetsAuthority Assets and Assets, detailing their: make, model and asset number; in the case of Assets, ownership and status as either Exclusive Assets or Non-Exclusive Non‑Exclusive Assets; in the case of Assets, Net Book Value; condition and physical location; and use (including technical specifications); and Sub-Contracts Service descriptions and design documents (HLD) Software scripting and interfaces specifically implemented for the Contract and Definitive Software Library (DSL) Sub‑contracts and other relevant agreements (including relevant software licences, warranties, maintenance and support agreements and equipment rental and lease agreements) required for the performance of the Ordered Panel Services; create and maintain a configuration database detailing the technical infrastructure and operating procedures through which the Supplier provides the Ordered Panel Services, which shall contain sufficient detail to permit the Customer Authority and/or Replacement Supplier to understand how the Supplier provides the Ordered Panel Services and to enable the smooth transition of the Ordered Panel Services with the minimum of disruptionServices; agree the format and scope of the Registers with the Customer Authority as part of the process of agreeing the Exit Implementation Plan; and at all times keep the Registers up to date, in particular in the event that assetsAssets, Sub-Contracts Sub‑contracts or other relevant agreements are updated, added to or removed from the Ordered Panel Services; on request, provide the Authority with access to the Registers. The Supplier shall: shall procure that all Exclusive Assets listed in the Registers are clearly marked to identify that they are exclusively used for the provision of Ordered Panel the Services under this Legal Services Contract; and (unless otherwise agreed by the Customer in writing) procure that all licences for Third Party IPR and all Sub-Contracts shall be assignable and/or capable of novation at the request of the Customer to the Customer (and/or its nominee) and/or any Replacement Supplier upon the Supplier ceasing to provide the Ordered Panel Services (or part of them) without restriction (including any need to obtain any consent or approval) or payment by the Customer. Where the Supplier is unable to procure that any Sub-Contract or other agreement referred to in paragraph 4.2.2 of this Contract Schedule 2 which the Supplier proposes to enter into after the Commencement Date is assignable and/or capable of novation to the Customer (and/or its nominee) and/or any Replacement Supplier without restriction or payment, the Supplier shall promptly notify the Customer of this and the Parties shall (acting reasonably and without undue delay) discuss the appropriate action to be taken which, where the Customer so directs, may include the Supplier seeking an alternative Sub-Contractor or provider of services to which the relevant agreement relatesAgreement. Each Party shall appoint a person for the purposes of managing the Parties' respective obligations under this Contract Schedule 2 schedule and provide written notification of such appointment to the other Party within three (3) months of the Commencement Effective Date. The Supplier's Exit Manager shall be responsible for ensuring that the Supplier and its employees, agents and Sub-Contractors Sub‑contractors comply with this Contract Schedule 2schedule. The Supplier shall ensure that its Exit Manager has the requisite authority Authority to arrange and procure any resources of the Supplier as are reasonably necessary to enable the Supplier to comply with the requirements set out in this Contract Schedule 2schedule. The Parties' Exit Managers will liaise with one another in relation to all issues relevant to the termination of this Contract Agreement and all matters connected with this Contract Schedule 2 schedule and each Party's compliance with it.

OBLIGATIONS DURING THE TERM TO FACILITATE EXIT. During the Term, the Supplier shall: create and maintain a Register of all: Supplier assets, detailing their: make, model and asset number; ownership and status as either Exclusive Assets or Non-Exclusive NonExclusive Assets; Net Book Value; condition and physical location; and use (including technical specifications); and Sub-Contracts and other relevant agreements (including relevant software licences, maintenance and support agreements and equipment rental and lease agreements) required for the performance of the Ordered Panel Services; create and maintain a configuration database detailing the technical infrastructure and operating procedures through which the Supplier provides the Ordered Panel Services, which shall contain sufficient detail to permit the Customer and/or Replacement Supplier to understand how the Supplier provides the Ordered Panel Services and to enable the smooth transition of the Ordered Panel Services with the minimum of disruption; agree the format of the Registers with the Customer as part of the process of agreeing the Exit Plan; and at all times keep the Registers up to date, in particular in the event that assets, Sub-Contracts or other relevant agreements are added to or removed from the Ordered Panel Services. The Supplier shall: procure that all Exclusive Assets listed in the Registers are clearly marked to identify that they are exclusively used for the provision of Ordered Panel Services under this Legal Services Contract; and (unless otherwise agreed by the Customer in writing) procure that all licences for Third Party IPR and all Sub-Contracts shall be assignable and/or capable of novation at the request of the Customer to the Customer (and/or its nominee) and/or any Replacement Supplier upon the Supplier ceasing to provide the Ordered Panel Services (or part of them) without restriction (including any need to obtain any consent or approval) or payment by the Customer. Where the Supplier is unable to procure that any Sub-Contract or other agreement referred to in paragraph 4.2.2 3.2.2 of this Contract Schedule 2 which the Supplier proposes to enter into after the Commencement Date is assignable and/or capable of novation to the Customer (and/or its nominee) and/or any Replacement Supplier without restriction or payment, the Supplier shall promptly notify the Customer of this and the Parties shall (acting reasonably and without undue delay) discuss the appropriate action to be taken which, where the Customer so directs, may include the Supplier seeking an alternative Sub-Contractor or provider of services to which the relevant agreement relates. Each Party shall appoint a person for the purposes of managing the Parties' respective obligations under this Contract Schedule 2 and provide written notification of such appointment to the other Party within three (3) months of the Commencement Date. The Supplier's Exit Manager shall be responsible for ensuring that the Supplier and its employees, agents and Sub-Contractors comply with this Contract Schedule 2. The Supplier shall ensure that its Exit Manager has the requisite authority to arrange and procure any resources of the Supplier as are reasonably necessary to enable the Supplier to comply with the requirements set out in this Contract Schedule 2. The Parties' Exit Managers will liaise with one another in relation to all issues relevant to the termination of this Contract and all matters connected with this Contract Schedule 2 and each Party's compliance with it.The