Procedure upon Expiration or Termination Clause Samples
Procedure upon Expiration or Termination. Upon the expiration or ---------------------------------------- termination of this Agreement, WFI shall promptly return to Client, or destroy, as Client may direct, all of Client's property in WFI's possession. If Client issues a notice of termination for any reason, WFI shall be entitled to payment and reimbursement, respectively, for its Services rendered and reasonable expenses incurred in connection with the Project up to the effective date of termination of this Agreement, pursuant to its invoices therefor, provided that, ------------- if the Services are compensated in accordance with a schedule of payment or performance milestones, then Client shall compensate WFI for all post-milestone work performed on a time and materials basis in accordance with the hourly rates and expense payment provisions set forth in Exhibit I. If Client issues a --------- notice of termination for a reason other than breach of this Agreement, then, in addition to the Service Fees and expense reimbursements received pursuant to the foregoing sentence, WFI shall be entitled to (i) Service Fees at the hourly rates set forth in Exhibit I for actual and necessary work performed and (ii) --------- reimbursement for any reasonable expenditures (together with the administrative ▇▇▇▇-up * Confidential Treatment Requested set forth in Exhibit I) incurred in connection with WFI's premature winding up --------- of its work and the work of its subcontractors (if any) on the Project after receipt of such notice of termination. Under no circumstances shall WFI be required to reimburse Client for fees or expenses incurred in securing and compensating replacement providers of any of the Services. Each Party shall render to the other such reasonable assistance as may be necessary for the orderly continuation of the other Party's business.
Procedure upon Expiration or Termination. Upon the expiration or ---------------------------------------- termination of this Agreement, Entel shall promptly return to Triton, or destroy, as Triton may direct, all of Triton's property in Entel's possession. Entel shall be entitled to payment for Services rendered and for reimbursable expenses related thereto incurred prior to the effective date of termination, as Entel shall set forth in its final invoice to Triton. Triton shall pay Entel the pro rata portion of the service fee that is represented by the portion of Services rendered prior to the effective date of the termination. Each Party shall provide to the other such reasonable assistance as may be necessary for the orderly continuation of the other Party's business.
Procedure upon Expiration or Termination. Upon expiration or termination of this Agreement:
a. CGI will transfer all data, files, and images to the Client. This transfer will be completed in a format mutually acceptable to the Client and CGI. Client will pay CGI a reasonable fee to be mutually agreed upon based on the effort for CGI to make the transfer unless the termination is for a reason defined in section 7.1 .c. In that situation, there will be no transfer fee.
b. Client shall be obligated to pay CGI all undisputed amounts due and owing to CGI through the date of termination or expiration in accordance with the Payment terms of this Agreement; and
c. Such expiration or termination will not in any way limit, restrict or relieve any Party of liability for any breach of this Agreement.
d. The patties recognize that upon termination of this Agreement, Client may require a continuation of certain services necessary for winding down, running off and/or the smooth transition of business. Such services shall be provided by CGI as an accommodation to Client at a price and level of service to be mutually agreed upon. In the absence of a mutual agreement to the contrary, the accommodation price shall be fixed at the then current monthly minimum policy processing fee set forth in Schedule 1 and the service levels shall remain as set forth in Schedule 1. The Parties shall mutually agree upon any services and the fee for such services to affect the transition. The obligation(s) created under this section 7.2 (d) shall survive the termination of this Agreement.
e. Upon the expiration of this Agreement, CGI agrees to provide a limited use license for the ITG and Lambda systems to Client at no charge to perform claims inquiry and other inquiry functions on policies previously issued on the systems prior to the expiration of this Agreement.
Procedure upon Expiration or Termination. Upon expiration or termination of this Agreement:
(a) Customer may (i) assume control of such open claim files as Customer may elect, in which case INSpire Claims will take all reasonable steps necessary to effect the orderly transfer of such claims files so that Customer's liability for claims or allocated loss adjustment expenses is not incurred, or (ii) require INSpire Claims to continue to administer to a conclusion such open claim files as Customer may elect, in which case Customer will pay INSpire Claims a reasonable fee on a time and materials basis reasonably established by INSpire Claims;
(b) INSpire Claims will promptly return to Customer any policies, forms or other supplies imprinted with Customer's name, regardless of who incurred the cost for same as well as all files and documents regarding Customer's policies and claims;
(c) INSpire Claims will provide promptly to Customer, without charge, a tape backup of all data files. Further, for a reasonable fee on a time and materials basis, INSpire Claims will provide to Customer the personnel necessary to assist with the records layout and file structures of the data files such that these records and data files can be transferred to a new data base designated by Customer. In the event that termination is as a result of a breach by INSpire Claims, Customer shall have the right to maintain and process claims arising on its policies on INSpire Claims' then current software systems for a period of six months so that Customer can effect an orderly transfer of its business to a new processing system; provided that Customer shall pay all third party maintenance, license and other fees in order to do so;
(d) Such expiration or termination will not in any way limit, restrict or relieve any Party of liability for any breach of this Agreement; and
(e) The automatic stay under the Bankruptcy Code will not in any way limit or restrict Customer from exercising its rights or remedies upon expiration or termination of this Agreement.
Procedure upon Expiration or Termination. Upon expiration or termination of this Agreement:
(a) INSpire will promptly return to Customer any policies, forms or other supplies imprinted with Customer's name, regardless of who incurred the cost for same as well as all files and documents regarding Customer's policies;
(b) INSpire will provide promptly to Customer, without charge, a backup of all data files. Further, for a reasonable fee on a time and materials basis, INSpire will provide to Customer the personnel necessary to assist with the records layout and file structures of the data files such that these records and data files can be transferred to a new data base designated by Customer. In the event that termination is as a result of a breach by INSpire, Customer shall have the right to maintain and process its policies on INSpire's then current software systems for a period of up to six months so that Customer can effect an orderly transfer of its business to a new processing system; provided that Customer shall pay all third party maintenance, license and other fees in order to do so.
(c) Such expiration or termination will not in any way limit, restrict or relieve any Party of liability for any breach of this Agreement.
(d) The automatic stay under the Bankruptcy Code will not in any way limit or restrict Customer from exercising its rights or remedies upon expiration or termination of this Agreement.
Procedure upon Expiration or Termination. Upon expiration or termination of this Agreement:
(a) INSpire Insurance will promptly return to Customer any policies, forms or other supplies imprinted with Customer's name, regardless of who incurred the cost for same as well as all files and documents regarding Customer's policies; and
(b) INSpire Insurance will provide promptly to Customer, without charge, a tape backup of all data files. Also, for a reasonable fee on a time and material basis, to be determined at that time, INSpire Insurance will provide to Customer, the personnel necessary to amend the records layout and file structures of the data files such that these records and data files can be transferred to a new data base designated by Customer. Such expiration or termination will not in any way limit, restrict or relieve any Party of liability for any breach of this Agreement.
Procedure upon Expiration or Termination. Upon expiration or termination of this Agreement and in lieu of any other arrangement to continue system processing services: CGI will transfer all Client data to the Client via a copy of the most recent backup tape. CGI will provide data in another format for a reasonable and customary fee if requested.
a) Client shall pay CGI all undisputed amounts due and owing to CGI through the date of termination or expiration in accordance with the Payment terms of this Agreement.
b) Such expiration or termination will not in any way limit, restrict or relieve any Party of liability for any breach of this Agreement.
c) The Parties recognize that upon termination of this Agreement, Client may require a continuation of certain services necessary for winding down, running off and/or the smooth transition of business. Such services shall be provided by CGI at a price and level of service to be mutually agreed upon.
d) The parties agree that subrogation and salvage files will transfer to Client effective October 13, 2003. Client will pay CGI 25% of the subrogation and 15% of the salvage for October 1-12, 2003. For the balance of October, Client will pay a pro-rated amount of the separate subrogation and salvage fees based on the average of the fees for the months of July, August and September 2003. The November fees for subrogation and salvage will be equal to the average of the fees for the months of July, August and September 2003. Any new claim received by CGI after October 13, 2003, involving salvage will be transferred to Client for handling of the entire claim.
e) Any adjusting expense customarily incurred, regardless of type, initiated, incurred or generated prior to the termination of this Agreement shall be the sole responsibility of CGI. Customary adjustment expenses include but are not limited to police reports, official reports from local, state and federal agencies, motor vehicle reports, appraisals and independent adjuster fees. Claim adjustment expenses that are not customarily incurred by CGT include all legal expenses (to include but not limited to attorney fees, examinations under oath, court reporter fees), engineers, reconstruction experts, other experts, and those expenses incurred by CGI's special investigation unit in the investigation of possible fraud. Conversely, any adjusting expense, regardless of type, initiated, incurred or generated after the termination of this Agreement, shall be the sole responsibility of Client.
f) Neither Party will ma...
Procedure upon Expiration or Termination. Upon expiration or termination of this Agreement:
(a) INSpire will promptly return to Customer any documentation or information proprietary to Customer;
(b) INSpire will provide promptly to Customer, without charge, a current and complete historical tape backup of all data files;
(c) Such expiration or termination will not in any way limit, restrict or relieve any Party of liability for any breach of this Agreement; and
(d) The automatic stay under the Bankruptcy Code will not in any way limit or restrict Customer from exercising its rights or remedies upon expiration or termination of this Agreement.