Post-Termination Support. Upon any expiration or termination of this Agreement, the Parties will ensure continued provision of support services to the then-current customers for the applicable System, as set forth in the then-current warranty terms covering such System (or such longer period as may be required under Applicable Laws) (hereinafter the “Termination Support Services”). If required to perform the Termination Support Services, the license grants set forth in Section 3.2.1 and 3.2.2 relating to the Communication Protocol and the license grants set forth Sections 3.3.1 and 3.3.2 relating to the use of the Tandem Partner CID Documentation, Tandem Partner CID and Tandem Development Tools shall continue for the length of the Termination Support Services and shall be subject to the restrictions set forth therein, provided that upon any expiration or termination of this Agreement, the license grants set forth in Section 3.2.1 and 3.2.2 relating to the Communication Protocol and the license grants set forth Sections 3.3.1 and 3.3.2 relating to the use of the Tandem Partner CID Documentation, Tandem Partner CID and Tandem Development Tools will immediately and automatically be limited to the extent necessary to support the units of the Combined Systems for such then-current customers.
Post-Termination Support. The termination of this Agreement shall not ------------------------ relieve Efficient of its Warranty obligations under Article 8 of this Agreement with regard to Products sold by Reseller to End Users prior to the date of termination, and Efficient shall continue to provide the technical support described Article 9 of this Agreement for one (1) year following the date of termination.
Post-Termination Support. Should the Customer require any reasonable support or assistance after the Agreement terminates then such support and assistance shall be provided by Quinyx and chargeable on a time and materials basis in accordance with the hourly rates set out in the Ordering Document or, if no such rates have been agreed, Quinyx's then general standard hourly rates for the relevant resources, provided that Quinyx shall not be obliged to provide such support and assistance if any amounts are owed to Quinyx on termination.
Post-Termination Support. Upon any expiration or termination of this Agreement, the Parties will (a) ensure continued provision of support services to the then-current Customers for the applicable System, as set forth in the then-current warranty terms covering such System (or such longer period as may be required under Applicable Laws) and (b) agree upon a commercially reasonable plan to effect the orderly wind-down of the activities contemplated under this Agreement with respect to the Combined Systems; provided that in no event shall such wind-down activities under subsection (b) continue for more than [***] after termination (or such longer period as may be required under Applicable Laws). The license grants set forth in this Agreement shall continue for the length of the Post Termination Support, provided that upon any expiration or termination of this Agreement, all such license grants will immediately and automatically be limited to the extent necessary to support the units of the Combined Systems for such then-current Customers.
Post-Termination Support. For a period of twelve (12) months following any expiration or termination of this Agreement prior to September 30, 2015, unless a shorter period is requested by NHL in writing, NeuLion shall (i) exercise all care ordinarily required of NeuLion during the Term of this Agreement to protect Content from erasure, interruption, unauthorized access, Relocation or other harm; (ii) provide to NHL and its designees all services reasonably requested to assist NHL, NeuLion’s successor, or their designees, in accessing the Services, including to retrieve Content from the Services without significant interruption or material adverse effect to facilitate the orderly transfer of data and service to NHL and/or NeuLion’s successor; (iii) provide NHL and its designees with any post-termination data retrieval assistance that NeuLion has provided or agreed to provide to any other customer; and (iv) otherwise cooperate in transitioning the Services, including any vendor relationships necessary to the provision thereof, to NHL or its designee. During this period, NHL shall pay to NeuLion all fees otherwise payable for the Services provided to NHL by NeuLion during such post-expiration or post-termination period as if the Agreement had remained in full force and effect during such period.
Post-Termination Support. VENDOR agrees to provide support to Partner following the date of termination of the Partner Agreement, at Partner prices, for a period necessary in order for Partner to fulfill existing support and maintenance obligations with Partner End Users.
Post-Termination Support. (a) For a period of two years or such longer period of time as agreed to by the Parties after the termination or expiration of this Agreement, other than as a result of an ADP Event of Default for failure to make payments to EACC hereunder, or for breach by ADP of Section 6.3, or as a result of EACC exercising its termination rights in Section 6.3(b), EACC shall continue to provide support and services to ADP Acquired Clients using the ADP Managed Network Solution in a manner, scope and quality consistent with the terms of this Agreement as may be amended, in writing, from time to time, in effect immediately prior to the effective date of the termination or expiration of this Agreement. However, ADP may, upon notice to EACC at any time during such Post Termination Period, elect to takeover the support provided by EACC (i.e. support the ADP Managed Network Solution in house), rather than have EACC support the ADP Managed Network Solution. If ADP elects to takeover such support, ADP may begin building the infrastructure in the Post Termination Period or at any point thereafter, and EACC agrees to work with ADP to transition such support and services to ADP and to provide ADP with any training, records and other information it requires to support the ADP Managed Network Solution. Costs associated with EACC's transitional assistance shall be agreed upon by the Parties at the time of such transition on a cost plus materials basis. In addition, EACC will assign to ADP non-exclusive rights under all applicable EACC Vendors to facilitate ADP's ability to provide such support. If ADP elects to takeover such support, ADP will receive a one-time, non-exclusive right to acquire a users license to use the object code for the EACC Product in the ADP Managed Network Solution to support and service existing ADP Acquired Clients at the time of termination for as long as these ADP Acquired Clients remain on the service. The consideration for such license shall be deemed paid as part of the adjusted EACC Service Rate noted below. EACC's continued support obligations for the period of time when ADP is hosting the ADP Managed Network Solution shall be to provide maintenance of the ADP Managed Network Solution at the same level as specified in the performance metrics developed pursuant to Section 14.2, unless otherwise agreed to by the Parties in such performance metrics, for consideration equal to 10% of the EACC Service Rate.
(b) For a period of two (2) years or such longer p...
Post-Termination Support a. TEAMM shall promptly transfer to Respirics the capability to provide a reasonable level of customer, physician, and patient service and support to purchasers, prescribers, dispensers, and users of Products sold by TEAMM under the Agreement in a manner consistent with all applicable laws, rules, and regulations, such transfer to include the delivery of sufficient sales, marketing, service, support, and other Product records reasonably necessary to engage in such support activities in a manner consistent with applicable laws, rules, and regulations. Upon the request of Respirics, TEAMM shall refer all future inquiries and requests for customer, physician, and patient service and support with respect to Products and their use to Respirics, using contact information to be provided by Respirics.
b. Respirics shall, following the Termination Date, provide a reasonable level of customer, physician, and patient service and support to purchasers, prescribers, dispensers, and users of Products sold by TEAMM under the Agreement in a manner consistent with applicable laws, rules, and regulations, provided TEAMM complies with its obligations under paragraph 5.a. above. Subject to Respirics’ provision of support pursuant to this paragraph 5.b., TEAMM’s obligations under Sections 6.1(c) and (d) of the Agreement shall, without limitation of the survival provisions of the Agreement, survive termination and TEAMM shall, as part of the transfer referenced in paragraph 5.a. above, provide Respirics copies of all records referenced in Sections 6.1(c) and (d) of the Agreement. February 12, 2008 Page 3
Post-Termination Support. Upon any expiration or termination of this Agreement, the Parties will (a) ensure continued provision of support services to the then-current Customers for the applicable System, as set forth in the then-current warranty terms covering such System (or such longer period as may be required under Applicable Laws) (collectively, the “Termination Support Services”) and (b) agree upon a commercially reasonable plan to effect the orderly wind-down of the activities contemplated under this Agreement with respect to the Combined Systems; provided that in no event shall such wind-down activities under subsection (b) continue for more than *** after termination (or such longer period as may be required under Applicable Laws) (collectively, the “Wind-Down Period”). Subject to the requirements of any Applicable Laws, ***. The license grants set forth in this Agreement shall continue for the length of the Termination Support Services, provided that upon any expiration or termination of this Agreement, all such license grants (subject to Section 8.14) will immediately and automatically be limited to the extent necessary to support the units of the Combined Systems for such then-current Customers. ***.
Post-Termination Support. (a) Romacorp understands and agrees that NPC Management will provide no support for Romacorp's use of the General Ledger Software following termination of this Agreement, and that use of that software after the termination of this Agreement shall be solely at the risk of Romacorp and the Romacorp Affiliates.
(b) If Romacorp and the Romacorp Affiliates continue the use of the Back-Office Software after termination of this Agreement and require technical assistance from NPC Management, Romacorp and NPC Management may enter into a software maintenance agreement ("Software Maintenance Agreement") which will provide for Romacorp to pay NPC Management an annual software maintenance fee to be negotiated by the parties on a per store and user basis for continued support of the software, which Software Maintenance Agreement shall have a term to be negotiated by the parties. The software maintenance fee will be paid to NPC Management annually and will afford Romacorp and the Romacorp Affiliates access to NPC Management technical services and any applicable software updates. After termination of this Agreement, NPC Management will make its help desk services available to Romacorp only if Romacorp enters into the Software Maintenance Agreement and such services shall be made available only so long as the Software Maintenance Agreement remains in effect, which agreement shall set forth the scope of the help desk support services and the costs thereof. Romacorp may from time to time, during the term of this Agreement and thereafter so long as a Software Maintenance Agreement is in effect, request system or process changes to the Back-Office Software. NPC Management will review and consider such requested changes and will implement such changes to the extent such changes can be made within the existing structure of NPC Management's organization, process and systems. Any such requested changes that are unique to Romacorp will not be undertaken by NPC Management unless the parties agree to the funding of such development and ongoing support by Romacorp.
(c) After the termination of this Agreement, if Romacorp has not 5 entered into a Software Maintenance Agreement and it requires technical services regarding the Back-Office Software from NPC Management, NPC Management may, in its sole discretion, provide technical support services on an "as time permits" basis at the rate of $350.00 per hour plus all reasonable out-of-pocket expenses.
