Procedure upon Expiration or Termination Sample Clauses

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 xxxx-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.
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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.
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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 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 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 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 I 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.
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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.
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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.
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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...
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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.
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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.
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Related to Procedure upon Expiration or Termination

  • Expiration or Termination A. Owner shall have the right, upon thirty (30) days prior written notice to Operator, to terminate this Agreement in its entirety, upon or after the happening of one or more of the following events, if said event or events shall then be continuing: (i) If Operator shall make a general assignment for the benefit of creditors; or (ii) If Operator shall file a voluntary petition in bankruptcy or a petition seeking their reorganization or the readjustment of their indebtedness under the Federal Bankruptcy laws or under similar State laws; or (iii) If an involuntary petition in bankruptcy shall be filed against Operator and Operator is thereafter adjudicated a bankruptcy thereunder; or (iv) If Operator shall consent to the appointment of a receiver, trustee, or liquidator of all or substantially all of the property of Operator; or (v) If Operator shall fail to pay the SASO Fee or other money payments required by this Agreement and such failure shall not be remedied within thirty (30) days following receipt by Operator of written demand from Owner; or (vii) If Operator shall default in fulfilling any of the terms, covenants or conditions to be fulfilled by them hereunder and shall fail to commence with due diligence the remedying of said default within thirty (30) days following receipt by Operator of written demand from Owner to do so. B. Operator shall have the right, after thirty (30) days written notice to Owner, to terminate or suspend this Agreement upon the happening of one or more of the following events, if said event or events shall then be continuing: (i) The issuance by any court of competent jurisdiction of an injunction, order or decree preventing or restraining the use of the Airport for normal airport purposes or the use of any part thereof which may be used by Operator and which is necessary for Operator's operations of the Airport, which remains in force for a period of at least ninety (90) consecutive days. (ii) If Owner shall default in fulfilling any of the terms, covenants or conditions to be fulfilled by it under this Agreement and shall fail to cure said default within thirty (30) days following receipt of written demand from Operator to do so; or (iii) If all or a mutual part of the Airport or Airport facilities shall be destroyed by fire, explosion, earthquake, other casualty, or acts of God or the public enemy; (iv) If the United States Government or any of its agencies shall occupy the Airport or any substantial part thereof to such an extent as to interfere materially with Operator’s operations, for a period of thirty

  • Consequences of Expiration or Termination (a) Consequences of Termination of this Agreement with Respect to One or More Country(ies) but Not in the Entire Territory. Upon early termination of this Agreement by Licensee pursuant to Section 12.3 (Termination by Licensee) or by Coherus pursuant to Section 12.5 (Termination for Material Breach) with respect to a country (but not all countries in a Territory): (i) the licenses granted to Licensee pursuant to Section 2.1 (License Grants) and Section 6.3 (Trademarks) with respect to the Product shall terminate in such terminated country, except as otherwise necessary to conduct the activities expressly set forth in Section 12.7(a)(ii); (ii) promptly after the effective date of such termination, Licensee shall commence winding down its Development and Commercialization activities for such country under the oversight of the JSC, and shall complete any and all such wind-down Development and Commercialization activities within three (3) months after the effective date of such termination; (iii) Licensee shall and hereby does grant to Coherus, effective as of the effective date of such termination, the exclusive, perpetual, royalty-free, irrevocable license (with full rights to grant sublicenses through multiple tiers), under any Grant-Back IP to develop, make, have made, use, sell, offer to sell, have sold and import the Product in such country; (iv) Licensee shall and hereby does assign, at its cost, and shall cause its Affiliates (as applicable) to assign, to Coherus, effective as of the effective date of such termination, all of Licensee’s (or its Affiliate’s) rights, title and interests in and to the Product Trademark and all relevant trademark applications and registrations with respect thereto in such terminated country. Each Party shall execute and deliver or shall cause its Affiliates (as applicable) to execute and deliver to the other Party all documents that are necessary to fulfill the obligations set forth in this Section 12.7(a)(iv); (v) Licensee shall assign to Coherus or Coherus’ designee its entire right in all clinical and related study data based on use or research on such Product and all Regulatory Filings and Regulatory Approvals relating to such Product in the terminated country, and shall provide reasonable assistance to Coherus or its designee to allow such party to become the holder of such Regulatory Approvals; and (vi) Licensee shall promptly notify Coherus of any and all agreements between Licensee (and/or its Affiliates) and Third Parties with respect to the conduct of Development and/or Commercialization activities for any and all countries terminated. At Coherus’ request, which request shall be made within three (3) months after the termination of this Agreement with respect to a country, Licensee shall utilize Commercially Reasonable Efforts to assign (or cause its Affiliates to assign) to Coherus, and Coherus shall have the right, but not the obligation, to assume, any and all agreements between Licensee (and/or its Affiliates) and Third Parties with respect to the conduct of Development and/or Commercialization activities in such terminated country, including agreements with CROs, clinical sites and investigators, that relate to Clinical Trials in support of Regulatory Approvals in such country(ies), unless such agreement: (A) expressly prohibits such assignment, (B) covers clinical trials for products in addition to the Product, or (C) covers the Product in a country or countries in respect of which this Agreement has not been terminated. In all cases (A)–(C), Licensee shall cooperate with Coherus in all reasonable respects to facilitate the execution of a new agreement between the Coherus and the Third Party.

  • PROVISIONS SURVIVING EXPIRATION OR TERMINATION Notwithstanding the expiration or termination (by agreement, breach, or operation of time) of this Agreement, the provisions of this Agreement regarding payments (including liquidated damages and tax payments), reports, records, and dispute resolution of the Agreement shall survive the termination or expiration dates of this Agreement until the following occurs: A. all payments, including liquidated damage and tax payments, have been made; B. all reports have been submitted; C. all records have been maintained in accordance with Section 8.6.A; and D. all disputes in controversy have been resolved.

  • Data Transfer Upon Termination or Expiration Provider will notify the Division of impending cessation of its business and any contingency plans. Provider shall implement its exit plan and take all necessary actions to ensure a smooth transition of service with minimal disruption to the Division. As mutually agreed upon and as applicable, Provider will work closely with its successor to ensure asuccessful transition to the new equipment, with minimal downtime and effect on the Division, all such work to be coordinated and performed in advance of the formal, transition date.

  • Effects of Expiration or Termination Upon expiration of the License Term or termination of this Agreement, Customer shall promptly pay all sums owed by Customer, return the original copies of all Licensed Products to PTC, destroy and/or delete all copies and backup copies thereof from Customer’s computer libraries, storage facilities and/or hosting facilities, and certify in writing by an officer that Customer is in compliance with the foregoing requirements and that the Licensed Products are no longer in Customer’s possession or in use.

  • Delivery upon Termination or Expiration No later than the first calendar day after the termination or expiration of the Contract or upon System Agency’s request, Grantee shall deliver to System Agency all completed, or partially completed, Work Product, including any Incorporated Pre-existing Works, and any and all versions thereof. Xxxxxxx’s failure to timely deliver such Work Product is a material breach of the Contract. Grantee will not retain any copies of the Work Product or any documentation or other products or results of Grantee’s activities under the Contract without the prior written consent of System Agency.

  • Property Rights upon Termination or Expiration of Contract In the event the Grant Agreement is terminated for any reason or expires, State Property remains the property of the System Agency and must be returned to the System Agency by the earlier of the end date of the Grant Agreement or upon System Agency’s request.

  • Termination Upon Expiration Date The Trust shall automatically terminate on December 31, 20__ (the "Expiration Date") or earlier pursuant to Section 9.02.

  • Transfer of Responsibility on Expiry or Termination 15.1 The Contractor shall, at no cost to the Department, promptly provide such assistance and comply with such timetable as the Department may reasonably require for the purpose of ensuring an orderly transfer of responsibility upon the expiry or other termination of this Contract. The Department shall be entitled to require the provision of such assistance both prior to and, for a reasonable period of time after the expiry or other termination of this Contract. 15.2 Such assistance may include (without limitation) the delivery of documents and data in the possession or control of the Contractor which relate to this Contract, including the documents and data, if any, referred to in the Schedule. 15.3 The Contractor undertakes that it shall not knowingly do or omit to do anything that may adversely affect the ability of the Department to ensure an orderly transfer of responsibility.

  • Rights and Duties upon Termination or Expiration 8.4.1 This Section and the following Sections of this Agreement listed below, shall survive termination or expiration of this Agreement: 3.3.2 Payment Limited to Satisfactory Services 9.1 Ownership of Results 3.3.7(a) Grant Funded Contracts - Disallowance 9.2 Works for Hire

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