Service Wind Down Clause Samples

Service Wind Down. Upon expiration or termination of the Term, respecting any ports provided under the Managed Modem Agreement, including the ICG Ports, and provided the Parties have not mutually agreed to extend the Term, the Parties shall begin the process of winding down Service provided under the Managed Modem Agreement in accordance with the following (as described in this Section 6, the “Service Wind Down”), which shall be effective the first day following the expiration or termination of the Term and continue for a nine (9) month period (“Wind Down Period”), unless otherwise extended by mutual agreement of the Parties. During the Wind Down Period: a. AOL will continue to provide Level 3 with a non-binding, rolling, 90 day schedule of ports and hours to be turned down by Rate Center; such forecast shall be provided in accordance with the forecasting process in effect as of the date of this Letter Agreement (“Forecasting”). b. Level 3 will provide commercially reasonable assistance to enable AOL to shut down Services or transition Services to a new provider as described herein. c. the Committed Percentage shall be [****] d. Except as provided in Section 7 below with respect to Tandem Rate Centers (as defined below), Level 3 has the right, during the Wind Down Period only, to exit Rate Centers in “B” Markets and “C” Markets only by giving AOL 90 days advance written notice. e. Respecting any ports (including ICG Ports) terminated during the Wind Down Period, the monthly invoice will reflect a prorated amount of the applicable per month per Port Charge, calculated by multiplying the number of days such port was in service during the month by 1/30th of the applicable per port per month charge.
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Related to Service Wind Down

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