Common use of Term and Service Termination Dates Clause in Contracts

Term and Service Termination Dates. (a) This Agreement (other than Sections 9, 10, 11 and 13) shall terminate upon the last of the Termination Dates in respect of all Services to be provided hereunder; provided that the rights of the Parties in respect of any claims that have accrued prior to such termination shall survive such termination. (b) For each Service, the service period during which Service Provider is obligated to provide such Service to Service Recipient ends as of the Termination Date set forth on the applicable Services Schedule. The Parties agree to cooperate if necessary to adjust the applicable Termination Date to end on a date that is the end of a calendar or fiscal month, as deemed appropriate. Service Recipient may terminate any Service prior to its Termination Date by providing to Service Provider written notice of termination, which shall be deemed irrevocable upon delivery (a “Termination Notice”), not less than sixty (60) days before the date of such earlier termination except as otherwise specified in the Services Schedules; provided that if the Services Schedules indicate that any Service is dependent on one or more other Services, then each such Service must be terminated together; provided further that any termination may be on a location by location basis if so indicated on the Services Schedules. In the event a Service is terminated prior to its Termination Date pursuant to Service Recipient’s Termination Notice, Service Recipient shall reimburse Service Provider for any out-of-pocket costs incurred by Service Provider through the date of receipt of any Termination Notice in expectation that such Service would be provided until the applicable Termination Date (subject to Service Provider exercising commercially reasonable efforts to mitigate such costs). Notwithstanding the foregoing, upon the receipt of a Termination Notice, if Service Provider is unable to transition the applicable Service to Service Recipient or its designee in a commercially reasonable manner which does not unduly disrupt the Service on the requested termination date, Service Provider shall use commercially reasonable efforts consistent with past practice to transition such Service as soon as possible, and any resulting third party out-of-pocket costs to Service Recipient shall be paid by Service Recipient. (c) In the event either Party defaults in the performance of any of its obligations under this Agreement, and if such default is not excused and not cured within thirty (30) days after written notice from the other Party specifying such default, then the non-defaulting Party may at any time thereafter terminate, at its option, any such Service that is the subject of such default by giving five (5) days’ prior written notice; provided that if no such termination notice is given within fifteen (15) days after the end of the thirty (30) day cure period, then the non-defaulting Party waives all rights to terminate such Service with respect to such default; provided further, that such fifteen (15) day period referred to in the immediately foregoing proviso shall be extended if (x) the Parties dispute whether there has been a default hereunder or (y) agree that there has been a default hereunder and have a dispute related to such default, and in either case are attempting to resolve such dispute pursuant to Section 9(c) until ten (10) days after there has been a final determination pursuant to the procedures in Section 9(c). (d) Any Service can be terminated prior to the Distribution Date, with no fee, penalty or ongoing obligation, if Service Recipient provides a Termination Notice to Service Provider (which may be via email) at least ten (10) Business Days prior to the Distribution Date; provided, however, that Service Recipient shall reimburse Service Provider for any out-of-pocket costs incurred by Service Provider through the date of receipt of any Termination Notice received prior to the Distribution Date (subject to Service Provider exercising commercially reasonable efforts to mitigate such costs).

Term and Service Termination Dates. (a) This Agreement (other than Sections 9, 10, 11 and 13) shall terminate upon the last of the Termination Dates in respect of all Services to be provided hereunder; provided that the rights of the Parties parties in respect of any claims that have accrued prior to such termination shall survive such termination. (b) For each Service, the minimum service period (“Minimum Service Period”) during which Service Provider is obligated to provide such Service to Service Recipient ends as of the Termination Date is set forth on the applicable Services Schedule. The Parties agree to cooperate if necessary to adjust such Minimum Service Period (and the applicable Termination Date Date) to end on a date that is the end of a calendar or fiscal month, as deemed appropriate. Service Recipient may terminate any Service prior to its Termination Date by providing to Service Provider written notice of termination, which shall be deemed irrevocable upon delivery (a “Termination Notice”), not less than (i) thirty (30) days before the date of such earlier termination if the Service is to be terminated on or before December 31, 2011, (ii) sixty (60) days before the date of such earlier termination except as otherwise specified in if the Services SchedulesService is to be terminated after December 31, 2011 but on or before June 30, 2012, (iii) ninety (90) days before the date of such earlier termination if Service is to be terminated after June 30, 2012 but on or before December 31, 2012 and (iv) one hundred and twenty (120) days before the date of such earlier termination if Service is to be terminated on or after January 1, 2013; provided that if the Services Schedules indicate Schedule indicates that any Service is dependent on one or more other Services, then each such Service must be terminated together; provided further that any termination may be on a location by location basis if so indicated on the Services Schedules. In the event a Service is terminated prior to the end of its Termination Date Minimum Service Period pursuant to Service Recipient’s Termination Notice, Service Recipient shall reimburse Service Provider for any pay a make-whole fee equal to the actual out-of-pocket costs and any additional costs that would have been incurred by Service Provider through if such Service had not been terminated (which costs, for the avoidance of doubt, exclude the 2% and 10% increases described in Section 2(a)(i)) between the actual date of receipt termination of any Termination Notice in expectation that such the Service would be provided until and the applicable Termination Date date on which the Minimum Service Period expires (subject to Service Provider exercising commercially reasonable efforts to mitigate such costs). Notwithstanding the foregoing, upon the receipt of a Termination Notice, if Service Provider is unable to transition the applicable Service to the Service Recipient or its designee in a commercially reasonable manner which does not unduly disrupt the Service on the requested termination date, Service Provider shall use commercially reasonable efforts consistent with past practice to transition such Service as soon as possible, and any resulting third party party, out-of-pocket costs to Service Recipient shall be paid by shared equally between Service Provider and Service Recipient. (c) In the event either Party defaults in the performance of any of its obligations under this Agreement, and if such default is not excused and not cured within thirty (30) days after written notice from the other Party specifying such default, then the non-defaulting Party may at any time thereafter terminate, at its option, any such Service that is the subject of such default by giving five (5) days’ days prior written notice; provided that if no such termination notice is given within fifteen (15) days after the end of the thirty (30) day cure period, then the non-defaulting Party waives all rights to terminate such Service with respect to such default; provided further, that such fifteen (15) day period referred to in the immediately foregoing proviso shall be extended if (x) the Parties dispute whether there has been a default hereunder or (y) agree that there has been a default hereunder and have a dispute related to such default, and in either case are attempting to resolve such dispute pursuant to Section 9(c9(b) until ten (10) days after there has been a final determination pursuant to the procedures in Section 9(c9(b). (d) Any Service can be terminated prior to the Distribution Date, with no fee, penalty or ongoing obligation, if Service Recipient provides a Termination Notice to Service Provider (which may be via email) at least ten (10) Business Days prior to the Distribution Date; provided, however, that Service Recipient shall reimburse Service Provider for any out-of-pocket costs incurred by Service Provider through the date of receipt of any Termination Notice received prior to the Distribution Date (subject to Service Provider exercising commercially reasonable efforts to mitigate such costs).

Term and Service Termination Dates. (a) This Agreement (other than the Sections 9, 10, 11 and 13referenced in Section 11(f)) shall terminate upon the last of the Termination Dates in respect of all Services to be provided hereunder; provided that the rights of the Parties in respect of any claims that have accrued prior to such termination shall survive such termination. (b) For each Service, the service period during which Service Provider is obligated to provide such Service to Service Recipient ends as of the Termination Date (as extended pursuant to Section 1(b)) set forth on the applicable Services Schedule. The Parties agree to reasonably cooperate if necessary to adjust the applicable Termination Date to end on a the next date that is the end of a calendar or fiscal month, as deemed appropriate. Service Recipient may terminate or reduce any Service prior to its Termination Date by providing to Service Provider written notice of termination, which shall be deemed irrevocable upon delivery thereof (a “Termination Notice”), not less than sixty thirty (6030) days before the date of such earlier termination or reduction except as otherwise specified in the Services Schedules; provided, however, if the Service requested to be terminated or reduced is being provided by a Third Party Provider, the timing of the effectiveness of such early termination or reduction shall be mutually agreed upon by the Parties so that there is no material disruption to, or additional costs to be incurred with respect to, any Services provided by such Third Party Provider (including services provided by such Third Party Provider that are outside of the scope of this Agreement); provided that if (including if the Services Schedules indicate that that) any Service is dependent on one or more other Services, then each such Service must be terminated or reduced together; provided further that any termination or reduction may be on a location by location basis if so indicated on the Services Schedules. In the event a Service is terminated prior to its Termination Date pursuant to Service Recipient’s Termination Notice, Service Recipient shall reimburse Service Provider for any out-of-pocket costs incurred by Service Provider through the date of receipt of any Termination Notice in expectation that such Service would be provided until the applicable Termination Date (subject to Service Provider exercising commercially reasonable efforts to mitigate such costs). Notwithstanding the foregoing, upon the receipt of a Termination Notice, if Service Provider Recipient is unable to transition the applicable Service to Service Recipient itself or its designee in a commercially reasonable manner which does not unduly disrupt the Service on the requested termination date, Service Provider shall use commercially reasonable efforts consistent with past practice to reasonably assist Service Recipient with its transition of such Service as soon as possible, and any resulting third party out-of-pocket costs to Service Recipient shall be paid by Service Recipient; provided, that Service Provider shall use its reasonable best efforts to mitigate all such resulting third party out-of-pocket costs to Service Recipient. (c) In the event either Party defaults in the performance of any of its obligations under this Agreement, and if such default is not excused and not cured within thirty (30) days after written notice from the other Party specifying such default, then the non-defaulting other Party may at any time thereafter terminate, at its option, this Agreement or any such Service that is the subject of such default by giving five (5) days’ prior written notice; provided that if no such termination notice is given within fifteen (15) days after the end of the thirty (30) day cure period, then the non-defaulting Party waives all rights to terminate such Service with respect to such default; provided further, that such fifteen (15) day period referred to in the immediately foregoing proviso shall be extended if (x) the Parties dispute whether there has been a default hereunder or (y) agree that there has been a default hereunder and have a dispute related to such default, and in either case are attempting to resolve such dispute pursuant to Section 9(c) until ten (10) days after there has been a final determination pursuant to the procedures in Section 9(c). (d) Any In the event of termination of this Agreement or any termination of a Service can under this Agreement pursuant to this Section 11, Service Provider shall be entitled to immediate payment of, and Service Recipient shall, within forty-five (45) days, pay to Service Provider, (i) in the event of the termination of this entire Agreement, all accrued amounts for Services and other amounts due under this Agreement as of the date of termination, and (ii) in the event of any termination of a Service under this Agreement pursuant to this Section 11, all accrued amounts due under this Agreement with respect to such terminated prior to Service as of the Distribution Datedate of such partial termination. (e) At the reasonable request of Service Recipient, with no fee, penalty or ongoing obligationupon termination of a Service and/or the termination of this entire Agreement, if Service Provider holds books, records, files, databases, confidential information, or computer software or hardware owned or leased by Service Recipient provides a Termination Notice and used exclusively in connection with the provision of the terminated Services (the “Materials”) Service Provider will return all such Materials to Service Provider (which may be via email) at least ten (10) Business Days prior to Recipient promptly upon the Distribution Daterelevant termination; provided, howeverthat Service Provider may retain one (1) copy of such Materials to the extent required to comply with applicable Law (including professional standards) or bona fide document retention policies; provided, further, that Service Recipient Provider must continue to treat such retained Materials in a manner consistent with the terms of Section 13. (f) Upon termination or expiration of this Agreement, this Agreement shall reimburse Service Provider for thereafter become void and have no effect, and no Party shall have any out-of-pocket costs incurred by Service Provider through liability to the date other Party hereunder except (i) to the extent related to any intentional fraud or intentional breach of receipt of any Termination Notice received this Agreement prior to such termination or expiration and (ii) Section 1(d), Sections 2(a) and (b) (with respect to amounts accrued prior to or upon termination or expiration), Section 7 (for the Distribution Date (subject to Service Provider exercising commercially reasonable efforts to mitigate such costsperiod of time set forth therein), Section 10, Section 11(d), Section 11(e), this Section 11(f), and Sections 12 through 28 shall survive any termination or expiration of this Agreement.

Term and Service Termination Dates. (a) This Agreement (other than Sections 9, 10, 11 and 13) shall terminate upon the last of the Termination Dates in respect of all Services to be provided hereunder; provided that the rights of the Parties parties in respect of any claims that have accrued prior to such termination shall survive such termination. (b) For each Service, the minimum service period (“Minimum Service Period”) during which Service Provider is obligated to provide such Service to Service Recipient ends as of the Termination Date is set forth on the applicable Services Schedule. The Parties agree to cooperate if necessary to adjust such Minimum Service Period (and the applicable Termination Date Date) to end on a date that is the end of a calendar or fiscal month, as deemed appropriate. Service Recipient may terminate any Service prior to its Termination Date by providing to Service Provider written notice of termination, which shall be deemed irrevocable upon delivery (a “Termination Notice”), not less than (i) sixty (60) days before the date of such earlier termination except as otherwise specified in if the Services SchedulesService is to be terminated after September 30, 2014 but on or before Xxxxx 00, 0000, (xxx) ninety (90) days before the date of such earlier termination if Service is to be terminated after March 31, 2015 but on or before September 30, 2015 and (iv) one hundred and twenty (120) days before the date of such earlier termination if Service is to be terminated on or after October 1, 2015; provided that if the Services Schedules indicate Schedule indicates that any Service is dependent on one or more other Services, then each such Service must be terminated together; provided further that any termination may be on a location by location basis if so indicated on the Services Schedules. In the event a Service is terminated prior to the end of its Termination Date Minimum Service Period pursuant to Service Recipient’s Termination Notice, Service Recipient shall reimburse Service Provider for any pay a make-whole fee equal to the actual out-of-pocket costs and any additional costs that would have been incurred by Service Provider through if such Service had not been terminated (which costs, for the avoidance of doubt, exclude the 2% and 10% increases described in Section 2(a)(i)) between the actual date of receipt termination of any Termination Notice in expectation that such the Service would be provided until and the applicable Termination Date date on which the Minimum Service Period expires (subject to Service Provider exercising commercially reasonable efforts to mitigate such costs). Notwithstanding the foregoing, upon the receipt of a Termination Notice, if Service Provider is unable to transition the applicable Service to the Service Recipient or its designee in a commercially reasonable manner which does not unduly disrupt the Service on the requested termination date, Service Provider shall use commercially reasonable efforts consistent with past practice to transition such Service as soon as possible, and any resulting third party party, out-of-pocket costs to Service Recipient shall be paid by shared equally between Service Provider and Service Recipient. (c) In the event either Party defaults in the performance of any of its obligations under this Agreement, and if such default is not excused and not cured within thirty (30) days after written notice from the other Party specifying such default, then the non-defaulting Party may at any time thereafter terminate, at its option, any such Service that is the subject of such default by giving five (5) days’ days prior written notice; provided that if no such termination notice is given within fifteen (15) days after the end of the thirty (30) day cure period, then the non-defaulting Party waives all rights to terminate such Service with respect to such default; provided further, that such fifteen (15) day period referred to in the immediately foregoing proviso shall be extended if (x) the Parties dispute whether there has been a default hereunder or (y) agree that there has been a default hereunder and have a dispute related to such default, and in either case are attempting to resolve such dispute pursuant to Section 9(c9(b) until ten (10) days after there has been a final determination pursuant to the procedures in Section 9(c9(b). (d) Any Service can be terminated prior to the Distribution Date, with no fee, penalty or ongoing obligation, if Service Recipient provides a Termination Notice to Service Provider (which may be via email) at least ten (10) Business Days prior to the Distribution Date; provided, however, that Service Recipient shall reimburse Service Provider for any out-of-pocket costs incurred by Service Provider through the date of receipt of any Termination Notice received prior to the Distribution Date (subject to Service Provider exercising commercially reasonable efforts to mitigate such costs).

Term and Service Termination Dates. (a) This Subject to Section 6.3 and any early termination of this Agreement (other than Sections 9in its entirety pursuant to Section 6.1(c), 10, 11 and 13) this Agreement shall terminate in its entirety upon the last of the Termination Dates in respect termination of all Services to be provided hereunderhereunder pursuant to Section 6.1(b) or Section 6.1(c), as applicable, unless otherwise mutually agreed by the Parties; provided provided, that the rights of the Parties in respect of any claims that have accrued prior to such termination shall survive such termination. (b) For each Service, Each of the service period during which Service Provider is obligated Services shall be provided commencing on the Effective Date and shall continue until the earlier to provide occur of (i) the applicable termination date set forth in Schedule A with respect to such Service (the “Termination Date”)2, unless otherwise mutually agreed by the Parties, (ii) termination of such Service in accordance with Section 3.4 or Section 5.2(c), and (iii) termination of this Agreement in accordance with the terms hereof prior to Service Recipient ends as of the Termination Date set forth on the applicable Services Scheduleof such Service. The Parties agree to cooperate if necessary to adjust the applicable Termination Date to end on a date that is the end of a calendar or fiscal month, as deemed appropriate. Service Recipient Purchaser may terminate or reduce any Service prior to its Termination Date set forth in Schedule A by providing to Service Provider written notice of termination, which shall be deemed irrevocable upon delivery (a “Termination Notice”)thereof, not less than sixty thirty (6030) days before prior to the date of such earlier termination or reduction except as otherwise specified in the Services SchedulesSchedule A; provided provided, that if the Services Schedules indicate Service requested to be terminated or reduced prior to the Termination Date set forth on Schedule A is being provided by a Third-Party Service Provider, Purchaser shall be responsible for any payments due to such Third-Party Service Provider as a result of such early termination. The Parties agree that (A) if any Service is dependent on one or more of the other Services, then each such Service must be terminated or reduced together; provided further that and (B) any termination or reduction may be on a location by location basis if so indicated on the Services Schedules. Schedule A. In the event a Service is one or more, but less than all, of the Services are expired or terminated prior to its Termination Date pursuant to the terms of this Agreement, (1) this Agreement will continue in full force and effect with respect to any of the Services not so discontinued, subject to the terms and conditions of this Agreement, (2) Service Recipient’s Termination NoticeProvider will have no further obligation to provide such terminated Service, Service Recipient except as otherwise agreed by the Parties, (3) Purchaser shall reimburse remain obligated to Service Provider for any out-of-pocket costs incurred by Service Provider through the date of receipt of any Termination Notice in expectation that such Service would be provided until the applicable Termination Date (subject accrued and unpaid amount owed to Service Provider exercising commercially reasonable efforts to mitigate hereunder in respect of such costs). Notwithstanding the foregoing, upon the receipt of a Termination Notice, if Service Provider is unable to transition the applicable Service to Service Recipient or its designee in a commercially reasonable manner which does not unduly disrupt the Service on the requested termination date, Service Provider shall use commercially reasonable efforts consistent with past practice to transition such Service as soon as possible, and any resulting third party out-of-pocket costs to Service Recipient shall be paid by Service Recipient. (c) In the event either Party defaults in the performance of any of its obligations under this Agreement, and if such default is not excused and not cured within thirty (30) days after written notice from the other Party specifying such default, then the non-defaulting Party may at any time thereafter terminate, at its option, any such terminated Service that is was provided prior to the subject effective date of such default by giving five termination and (54) days’ prior written notice; provided that if no such termination notice is given within fifteen (15) days after the end of the thirty (30) day cure period, then the non-defaulting Party waives any and all rights to terminate Intellectual Property granted hereunder in connection with the provision of a terminated Service shall immediately cease upon such Service with respect to such default; provided further, that such fifteen (15) day period referred to in the immediately foregoing proviso shall be extended if (x) the Parties dispute whether there has been a default hereunder or (y) agree that there has been a default hereunder and have a dispute related to such default, and in either case are attempting to resolve such dispute pursuant to Section 9(c) until ten (10) days after there has been a final determination pursuant to the procedures in Section 9(c)termination. (d) Any Service can be terminated prior to the Distribution Date, with no fee, penalty or ongoing obligation, if Service Recipient provides a Termination Notice to Service Provider (which may be via email) at least ten (10) Business Days prior to the Distribution Date; provided, however, that Service Recipient shall reimburse Service Provider for any out-of-pocket costs incurred by Service Provider through the date of receipt of any Termination Notice received prior to the Distribution Date (subject to Service Provider exercising commercially reasonable efforts to mitigate such costs).

Term and Service Termination Dates. (a) This Agreement (other than Sections 9, 10, 11 and 13) shall terminate upon the last of the Termination Dates in respect of all Services to be provided hereunder; provided that the rights of the Parties parties in respect of any claims that have accrued prior to such termination shall survive such termination. (b) For each Service, the minimum service period (“Minimum Service Period”) during which Service Provider is obligated to provide such Service to Service Recipient ends as of the Termination Date is set forth on the applicable Services Schedule. The Parties agree to cooperate if necessary to adjust such Minimum Service Period (and the applicable Termination Date Date) to end on a date that is the end of a calendar or fiscal month, as deemed appropriate. Service Recipient may terminate any Service prior to its Termination Date by providing to Service Provider written notice of termination, which shall be deemed irrevocable upon delivery (a “Termination Notice”), not less than (i) thirty (30) days before the date of such earlier termination if the Service is to be terminated on or before December 31, 2011, (ii) sixty (60) days before the date of such earlier termination except as otherwise specified in if the Services SchedulesService is to be terminated after December 31, 2011 but on or before June 30, 2012, (iii) ninety (90) days before the date of such earlier termination if Service is to be terminated after June 30, 2012 but on or before December 31, 2012 and (iv) one hundred and twenty (120) days before the date of such earlier termination if Service is to be terminated on or after January 1, 2013; provided that if the Services Schedules indicate Schedule indicates that any Service is dependent on one or more other Services, then each such Service must be terminated together; provided further that any termination may be on a location by location basis if so indicated on the Services Schedules. In the event a Service is terminated prior to the end of its Termination Date Minimum Service Period pursuant to Service Recipient’s Termination Notice, Service Recipient shall reimburse Service Provider for any pay a make- whole fee equal to the actual out-of-pocket costs and any additional costs that would have been incurred by Service Provider through if such Service had not been terminated (which costs, for the avoidance of doubt, exclude the 2% and 10% increases described in Section 2(a)(i)) between the actual date of receipt termination of any Termination Notice in expectation that such the Service would be provided until and the applicable Termination Date date on which the Minimum Service Period expires (subject to Service Provider exercising commercially reasonable efforts to mitigate such costs). Notwithstanding the foregoing, upon the receipt of a Termination Notice, if Service Provider is unable to transition the applicable Service to the Service Recipient or its designee in a commercially reasonable manner which does not unduly disrupt the Service on the requested termination date, Service Provider shall use commercially reasonable efforts consistent with past practice to transition such Service as soon as possible, and any resulting third party party, out-of-pocket costs to Service Recipient shall be paid by shared equally between Service Provider and Service Recipient. (c) In the event either Party defaults in the performance of any of its obligations under this Agreement, and if such default is not excused and not cured within thirty (30) days after written notice from the other Party specifying such default, then the non-defaulting Party may at any time thereafter terminate, at its option, any such Service that is the subject of such default by giving five (5) days’ days prior written notice; provided that if no such termination notice is given within fifteen (15) days after the end of the thirty (30) day cure period, then the non-defaulting Party waives all rights to terminate such Service with respect to such default; provided further, that such fifteen (15) day period referred to in the immediately foregoing proviso shall be extended if (x) the Parties dispute whether there has been a default hereunder or (y) agree that there has been a default hereunder and have a dispute related to such default, and in either case are attempting to resolve such dispute pursuant to Section 9(c9(b) until ten (10) days after there has been a final determination pursuant to the procedures in Section 9(c9(b). (d) Any Service can be terminated prior to the Distribution Date, with no fee, penalty or ongoing obligation, if Service Recipient provides a Termination Notice to Service Provider (which may be via email) at least ten (10) Business Days prior to the Distribution Date; provided, however, that Service Recipient shall reimburse Service Provider for any out-of-pocket costs incurred by Service Provider through the date of receipt of any Termination Notice received prior to the Distribution Date (subject to Service Provider exercising commercially reasonable efforts to mitigate such costs).