Services Transfer Assistance Sample Clauses

Services Transfer Assistance. (a) PROVIDER shall cooperate with CUSTOMER to assist in the orderly transfer of the Services to CUSTOMER itself or its designee (including another services provider) in connection with the expiration, non-renewal or earlier termination of the Agreement and/or each PSA for any reason, however described, or exercise of the Carve-Out Option. The Services include “Services Transfer Assistance,” which includes providing CUSTOMER and its designees and their agents, contractors and consultants, as necessary, with (i) such cooperation and other services incidental to the transfer of the Services as they may reasonably request, (ii) all or such portions of the Services as CUSTOMER may request, and (iii) such other transition services as may be provided for in any PSA. Neither the term of the Agreement nor the term of any PSA shall be deemed to have expired or terminated until the Services Transfer Assistance thereunder is completed. (b) Upon CUSTOMER’s request, PROVIDER shall provide Services Transfer Assistance commencing up to one (1) year prior to expiration or termination of the Agreement or any PSA and continuing for the periods described in this Agreement. PROVIDER shall provide the Services Transfer Assistance even in the event of CUSTOMER’s material breach (other than an uncured payment default) of this Agreement or any PSA. (c) If any Services Transfer Assistance provided by PROVIDER requires the utilization of additional resources that PROVIDER would not otherwise use in the performance of the Services, but for which there is a charging methodology provided for in the Agreement or such PSAs, CUSTOMER will pay PROVIDER for such usage at the then-current applicable Charges and in the manner set forth in the Agreement and/or applicable PSAs. If the Services Transfer Assistance requires PROVIDER to incur costs that PROVIDER would not otherwise incur in the performance of the Services under the Agreement and applicable PSAs, then PROVIDER shall notify CUSTOMER of the identity and scope of the activities requiring that PROVIDER incur such costs and the projected amount of the charges that will be payable by CUSTOMER for the performance of such assistance. Upon CUSTOMER’s prior authorization, PROVIDER shall perform the assistance and invoice CUSTOMER for such charges. CUSTOMER shall bear all costs agreed in advance between the parties and incurred by PROVIDER on account of transition/migration of services/processes from PROVIDER to CUSTOMER or its designee.

Services Transfer Assistance. PROVIDER shall be obligated to provide Services Transfer Assistance to CUSTOMER until the Carve-Out is completed, but shall not be required to provide any portion of the Services provided to CUSTOMER under the MOAs after CUSTOMER has acquired from PROVIDER the Carve-Out Resources used by PROVIDER to provide such Services or to provide Services Transfer Assistance for (i) in the case of an exercise of the Carve-Out Option relating to the expiration of the Initial Term or a PROVIDER Divestiture, more than fourteen (14) months, and (ii) eighteen (18) months, in the case of an exercise of the Carve-Out Option relating to a Change of Control of PROVIDER; AND (iii) in any other case, twenty-four (24) months.

Services Transfer Assistance. Carve-Out Option

Services Transfer Assistance. (a) During the period after any termination of this Agreement, or expiration of this Agreement (the "Termination Assistance Period"), Provider will perform the termination assistance services in accordance with the Termination Assistance Plan set forth on the TERMINATION ASSISTANCE PLAN SCHEDULE. The Parties will use reasonable efforts to limit the Termination Assistance Period to no more than [***]* after the termination or expiration of this Agreement. (b) The Parties agree that Provider will be compensated for any Termination Assistance Services provided by Provider that require the use of different or additional services or resources beyond that which Provider is then using to provide the Services in accordance with the Service Levels. In that event, Provider's request for Termination Assistance Services will be considered New Services to be provided in accordance with Section 2.13. Except as otherwise agreed between Company and Provider, payments for Termination Assistance Services will be due on the standard invoicing terms set forth in Article 8 of this Agreement. If, however, Provider terminates this Agreement for cause under Section 12.6, Company must cure the breach giving rise to termination and will prepay for any such Termination Assistance Services as a condition to Provider's obligations under this Section 13.3. (c) Within [***]* after each anniversary date of this Agreement, Provider will submit for Company's approval a revised Termination Assistance Plan, updated by Provider to reflect the then-existing Company environment in which the Services are provided. Upon approval by both Parties, each revised Termination Assistance Plan will be signed by both Parties and attached as an Addendum to the TERMINATION ASSISTANCE PLAN SCHEDULE. (d) During the Termination Assistance Period, Provider will provide the Company Group, its Affiliates, and third parties participating in the transition activities, with reasonable access to the business processes, Hardware, Software and other resources (including human resources) used by Provider to deliver the Services, as necessary to support the transition of the Services from Provider to performance by Company or another provider of functions to replace the Services, provided that (i) any such access does not interfere with Provider's ability to provide the Services or Termination Assistance Services; and (ii) such third parties and Company's Affiliates comply with Provider's security and confidentiality req...

Services Transfer Assistance. It is the intent of the Parties that at the expiration or termination of this Agreement, ISSC will cooperate with Comdata to assist with the orderly transfer of the services, functions and operations provided by ISSC hereunder to another services provider or Comdata itself. Prior to expiration or termination of the Agreement, Comdata may request ISSC to perform and, if so requested, ISSC shall perform (except in the event of a termination due to a failure by Comdata to pay any amounts due and payable under this Agreement when due) services in connection with migrating the work of Comdata to another services provider or Comdata itself ("Services Transfer Assistance"). Services Transfer Assistance shall be provided until the effective date of expiration or termination with respect to the Services, and for expiration of termination related services other than those relating to the Services, for up to six additional months after the effective date of expiration or termination. Subject to Section 6.7(d) below, Services Transfer Assistance shall include, but not be limited to, providing Comdata and its Affiliates and their agents, contractors and consultants, as necessary, with services such as the following: a) Pre-migration Services 1) freezing all noncritical Software changes, 2) notifying all outside vendors of procedures to be followed during the turnover phase, 3) reviewing all Software libraries (tests and production) with the new service provider and/or Comdata, 4) assisting in establishing naming conventions for the new production site, 5) analyzing space required for the data bases and Software libraries, and 6) generating a tape and computer listing of the source code in a form reasonably requested by Comdata. b) Migration Services 1) unloading the production data bases, 2) delivering tapes of production data bases (with content listings) to the new operations staff, 3) assisting with the loading of the data bases, 4) assisting with the communications network turnover, if applicable, and 5) assisting in the execution of a parallel operation until the effective date of expiration or termination of this Agreement.

Services Transfer Assistance. 2.1. It is the intent of the Parties that at or, upon expiration or termination of the Agreement and/or Transaction Document, IBM will cooperate with Certegy to assist with the orderly transfer of the services, functions, responsibility, and operations comprising the Services provided by IBM, hereunder, to another services provider or one or more members of the Certegy Group itself. 2.2. Prior to expiration or termination of the Agreement and/or this Transaction Document, Certegy may request IBM to perform and, if so requested, IBM shall perform (except in the event of termination for cause by IBM)) services, in connection with migrating the work of the Certegy Group to another services provider or the Certegy Group itself (through "Services Transfer Assistance"). 2.3. Services Transfer Assistance shall be provided: 2.3.1. until the effective date of expiration or termination with respect to the Services; and

Services Transfer Assistance. Prior to expiration or termination of a Service Agreement, Client may request DALECHEK to cooperate with Client to assist with the orderly transfer of the Services, functions, and operations provided by DALECHEK hereunder to another system provider or services provider (or to Client itself) ("Services Transfer Assistance"). Upon such timely request, DALECHEK shall provide Services Transfer Assistance until the effective date of expiration or termination of the Service Agreement and for up to one (1) additional month thereafter. If the Services Transfer Assistance requires DALECHEK to incur expenses in addition to the expenses that DALECHEKwould otherwise incurin performance of the Service Agreement, then: (a) DALECHEK shallnotify Client of any additional expenses associated with the performance of any additional services pursuant to this Section prior to performing such services; (b) upon Client'sauthorization, DALECHEK shall perform the additional servicesand invoice Clientfor such services; and (c) Client shall pay DALECHEK for such additional expenses within thirty (30) days of the receipt of the invoice.

Services Transfer Assistance a. It is the intent of the Parties that at the expiration or termination of this Agreement, IBM will cooperate with OTI to assist with the orderly transfer of the Services provided by IBM hereunder to another services provider or OTI itself. Prior to expiration or termination of the Agreement, OTI may request IBM to perform and, if so requested, IBM shall perform (except in the event of termination for cause by IBM) services in connection with migrating the work of OTI to another services provider or OTI itself ("Services Transfer Assistance"). Services Transfer Assistance shall be provided: 1. until the effective date of expiration or termination with respect to the Services; and 2. with respect to expiration or termination of related services which are in addition to the Services, for up to six additional months after the effective date of expiration or termination. Subject to Section 6.6(c) below, Services Transfer Assistance shall include providing OTI and its Affiliates and their agents, contractors and consultants, as necessary, with services such as the following:

Services Transfer Assistance. 28 * Information omitted pursuant to Request for Confidential Treatment under Rule 406 of the Securities Act of 1933.

Services Transfer Assistance. (a) The Parties agree that EDS will cooperate with the Equifax Group to assist in the orderly transfer of the services, functions, responsibilities, tasks and operations comprising the Services under each * Information omitted pursuant to Request for Confidential Treatment under Rule 406 of the Securities Act of 1933.