Provisions on Termination. (a) On the termination of the Appointment (which term, for the purposes of the Agreement as a whole, shall mean termination of the Appointment irrespective of the cause or manner, including, for the avoidance of doubt, by reason of a repudiatory breach of the Agreement by the Company) or any time thereafter the Executive shall without prejudice to the rights of the Executive to remuneration and other benefits hereunder at the request of the Company resign without claim for compensation from any office of Director or otherwise held by him in the Company or in any associated company and transfer without payment to the Company any shares held by the Executive as a nominee on behalf of the Company or any associated company.
(b) All drawings, designs, photographs, plans, models, blue-prints, reports, manuals, files, notes, accounts, documents or other material and all notes and memoranda of any trade secrets of the Company or of any associated company or any Confidential Information and Company records (including copies thereof) or keys and other property of or relation to the Company or its associated companies as shall have been made or received by the Executive during the course of his employment (whether heretofore or hereafter) are and shall be the property of the Company and shall, together with any company sponsored credit or charge cards, be surrendered by him to someone duly authorised by the Company upon the termination of the Appointment or the suspension of the Appointment in accordance with Sub-Clause 9(b) or at the request of the Board at any time during the course of his employment hereunder.
Provisions on Termination. If the Regulations apply to the transfer of the UK Services (or part thereof) provided by IBM Affiliate in accordance with this Agreement either to SCA Affiliate or a Successor Supplier on or after the termination of the Services (or part thereof):
(a) each Party shall comply, and provide all reasonable assistance to the other Party and any potential Successor Supplier to enable them to comply with all of their obligations under Regulation 13 of the Regulations;
(b) SCA Affiliate shall indemnity and keep indemnified IBM Affiliate against any Losses arising out of any failure by SCA Affiliate to comply with its obligations under the Regulations save where any such failure is caused by IBM Affiliates breach of its obligations under the Regulations;
(c) IBM Affiliate shall indemnify and keep indemnified SCA Affiliate (for itself and on behalf of a Successor Supplier) from and against any Losses arising out of any failure by IBM Affiliate to comply with its obligations under the Regulations save where any such failure is caused by SCA Affiliate or any Successor Supplier to comply with its obligations under the Regulations;
(d) IBM Affiliate shall indemnify and keep indemnified SCA Affiliate (for itself and on behalf of a Successor Supplier) from and against any Losses (including all employment costs and the costs of terminating the employment) arising
(i) in the event that any person who is not an Exit Employee transfers or alleges they have transferred pursuant to the Regulations to SCA Affiliate or a Successor Supplier; and
(ii) from any claim or other legal resource by an Exit Employee for any remedy as a result of anything done or omitted in relation to the Exit Employee's employment prior to the termination or expiration of this UK Local Agreement.
Provisions on Termination. (a) On the termination of the Appointment (which term, for the purposes of the Agreement as a whole, shall mean termination of the Appointment irrespective of the cause or manner, including, for the avoidance of doubt, by reason of a repudiatory breach of the Agreement by the Company) or any time thereafter the Executive shall at the request of the Company resign without claim for compensation from any office of director or otherwise held by him in the Company or in any Group Company and transfer without payment to the Company any shares held by the Executive as a nominee on behalf of the Company or any Group Company.
(b) All property of, or relating to, the Company or any Group Companies as shall have been in the possession of the Executive shall be surrendered by him to someone duly authorised by the
Provisions on Termination. (i) The provisions of this clause shall apply to the return of any vehicle or vehicles following termination of this agreement howsoever caused.
(ii) Upon termination of the vehicle by the effluxion of time or for any other reason the specified vehicle(s) shall be returned to the address nominated Fridgexpress UK Ltd The Acre, Lawford Xxxxx Xxxx, Long Xxxxxxx, Rugby CV23 9EU Tel: 00000 000000 xxx.xxxxxxxxxxxx.xxx by the company in a good roadworthy condition and free of damage save for fair wear and tear.
(iii) Upon return of the vehicle the Company shall undertake an inspection in order to determine the condition of the said vehicle. In the event that the Hirer disagrees with the results of the said inspection, the parties shall appoint an independent third party to undertake a second inspection to determine, acting as an expert, the condition of the vehicle. Any decision of such independent third party shall, in the absence of manifest error, be binding on the parties.
(iv) The Hirer shall be responsible for the cost of replacing any parts or accessories of the vehicle which are damaged or missing.
(v) Upon such inspection by the Company if the Company is of the opinion that the vehicle is not in a satisfactory condition after making due allowance for normal wear then the Hirer shall be responsible for the cost of putting the vehicle into a satisfactory condition.
(vi) If the vehicle has been painted in the Hirer’s livery or bears the name of or the distinctive marks of the Hirer, the Hirer shall be responsible for any costs incurred by the Company in removing such livery.
(vii) The Hirer shall remain liable for on- going hire charges until such time as the vehicle is accepted by the Company as meeting the conditions laid out above in clause 17(ii).
Provisions on Termination. Upon termination of this Agreement for any reason whatsoever the following shall apply:
16.1. Unless agreed to the contrary by the Consortium Members, the assets jointly procured using SEGfL Funds and unexpended SEGfL Funds (if any) shall continue to be vested in the Lead Authority and held by it for and on behalf of the Consortium Members in their Proportionate Shares and each Consortium Member will contribute a Proportionate Share of the maintenance costs, on going service costs and any other costs or liabilities associated with the ICT assets until distributed pursuant to Clause 7.19.3.
16.2. The secondment agreements in respect of the seconded member of the Staff will terminate and the Lead Authority shall, if necessary, terminate the Contracts of any members of the Staff employed by the Lead Authority specifically for SEGfL.
Provisions on Termination. Upon the termination of this lease or any extension or renewal thereof, Lessee shall have ninety (90) days to remove the hangar and any other property owned by Lessee upon the subject property. Lessee shall, upon the removal of such property, remove all trash and debris and fully clean up the subject property before abandoning the same. Lessee's property not removed from the subject property within the 90 days shall, at the option of Lessor, be deemed abandoned by Lessee and title shall vest in Lessor. In the event Lessee abandons the property and Lessor elects not to take title to the property, then Lessor shall give Lessee written notice of its election not to accept ownership of Xxxxxx’s property and Lessee shall have thirty (30) days from the date of Lessor’s written notice to remove the same and if said property is not removed City may remove or cause the same to be removed and charge the expense for the removal and disposal to Lessee. This agreement shall be binding upon and inure to the benefit of the respective, heirs, executors, administrators, devisees, trustees, successors and assigns of each of the parties hereto. Executed in duplicate the day and year first above-written. CITY OF XXXXXXX, KANSAS BY:
Provisions on Termination. 19.1 Without prejudice to the Joint Committee Agreement or any Relevant Agreement unless otherwise agreed by the Parties where a notice terminating this Agreement has been served, during the Termination Period:
19.1.1 the Joint Committee shall remain convened and the Joint Committee Agreement shall remain in full force and effect unless and until it is terminated in accordance with its particular terms;
19.1.2 the Lead Authority shall continue to provide the Services and the other Parties shall continue to receive the Services pursuant to this Agreement, the Joint Committee Agreement and any Relevant Agreement and any Relevant Agreement shall remain in full force and effect unless and until terminated, novated or assigned (as the case may be) in accordance with its particular terms;
19.1.3 where the Lead Authority has terminated this Agreement pursuant to clause 18.1.1 or clause 18.1.2 the Parties in consultation with Joint Committee shall agree which one of the Parties (other than the Lead Authority) shall be the “successor lead authority” and shall fulfil the role of lead authority on and subsequent to the Termination Date upon which the Lead Authority shall cease to fulfil the role of lead authority;
19.1.4 the Parties in consultation with the Joint Committee shall agree such arrangements as may be necessary:
(a) to effect the termination of this Agreement including without limitation as may regard Employees, accommodation, support services, support staff, current and / or future liabilities, financial contributions, budget deficits or surpluses and the termination, novation or assignment (as the case may be) of any Relevant Agreement; and,
(b) for the provision of the Services (by the Lead Authority or otherwise) on and subsequent to the Termination Date.
19.2 In complying with the requirements of this clause 19 the Parties shall have regard to and comply with their liabilities and obligations under this Agreement, the Joint Committee Agreement and any Relevant Agreement and shall have regard to and effect the Lead Authority’s compliance with its obligations thereunder.
19.3 Each Party will act in good faith and use its reasonable endeavours to minimise the loss or harm to the others as a result of the termination of this Agreement, and in agreeing and giving effect to arrangements for the continuing discharge of the Functions and the Provision of the Services on and subsequent to the Termination Date.
19.4 Any rights and liabilities which vested befor...
Provisions on Termination. Without prejudice to clause 6 of this Agreement, in the event that DFID elects to terminate the Prime Contract, then if required by DFID or PwCS Supplier will continue to perform its obligations under this Agreement in accordance with the terms of this Agreement and this Agreement shall not terminate until such time as the relevant international open tender process to identify and appoint a Replacement Provider has been completed and the Replacement Provider commences performance of the Services for DFID under the Prime Contract.
Provisions on Termination. 20.1 On termination of this Agreement under Clause 23 (Termination]):
20.1.1 while any agreements for the purpose of this Agreement remain in force each Party will contribute in proportionate shares to the maintenance and revenue costs associated with that agreement;
20.1.2 any such agreements shall be run to closure as soon as the relevant agreements allow;
20.1.3 each Party will act in good faith and use its all reasonable endeavours to minimise the loss or harm to the other Party as a result of the termination of this Agreement and agreement for the purpose thereof; and
20.1.4 all rights and liabilities which vested before the termination of this Agreement shall remain so vested as if this Agreement continued.
23.2 The costs of termination shall be divided as follows:
20.1.1 if the termination of this Agreement follows the service of notice by one of the Parties in accordance with Clause 3.1.1 of this Agreement the Parties shall share equally the costs of termination;
20.1.2 if the termination of this Agreement is the result of a Material Breach by one of the Parties the Party in Material Breach shall be responsible for any costs or losses or damages incurred by the other Parties as result of early termination.
Provisions on Termination. All drawings, designs, photographs, plans, models, blueprints, reports, manuals, files, notes, accounts, documents or other material and all notes and memoranda of any trade secrets or confidential information of the Company or of any Associated Company as shall have been made or received by the Executive during the course of his employment (whether heretofore or hereafter) are and shall be the property of the Company and shall be surrendered by the Executive to someone duly authorised by the Company upon the termination of this Agreement or at the request of the Board at any time during the course of his employment hereunder.