Common use of Term Termination and Effects of Termination Clause in Contracts

Term Termination and Effects of Termination. (a) The term of this Agreement shall begin on the date hereof and continue until the earlier of (i) the twelve (12) month anniversary of the Closing Date and (ii) with respect to a given Service, the last date of such Service as set forth on Exhibit A. (b) In the event that (i) there is nonperformance of any Service as a result of an event described in Section 11(a), (ii) the provision of a Service would violate applicable Law, (iii) the Service Provider cannot obtain all Authorizations necessary for the provision of a Service, or (iv) the provision of a Service is materially affected by an unexpected information technology risk, including, but not limited to, complete system shutdown or disruptions, the Parties shall cooperate with each other in good faith to achieve a reasonable arrangement in order to permit the Service Recipient to continue to receive the affected Service. All costs for any such alternative arrangement shall be borne by the Service Recipient; provided that the Parties shall discuss in good faith a reduction in the Charges payable by the Service Recipient in respect of the affected Service during the period in which any such alternative arrangement is in place. (c) One or more Services may be terminated prior to the expiration of the applicable term of this Agreement with respect to such Service upon the mutual written agreement of the Parties. (d) The Company may terminate any Service on at least thirty (30) days’ written notice to HCAG; provided that, except as set forth in Section 10(b), to the extent a Service proposed to be terminated is bundled with one or more other Services as set forth on Exhibit A, then all of such Services must be terminated together. (e) HCAG may terminate this Agreement with immediate effect by written notice to the Company on or at any time after (i) the Service Recipient has failed to pay any amount due to the Service Provider pursuant to Section 3 for a period of not less than sixty (60) days from the date such amount becomes due, (ii) in the event of a Change of Control of any of the Company, the NAM Companies or the wholly owned subsidiaries of the NAM Companies, or (iii) (A) the Company passes a resolution for winding up or a court of competent jurisdiction makes an order for winding up or dissolution of the Company, (B) the making of an administration order in relation to the Company or the appointment of a receiver over, or an encumbrancer taking possession of or selling, an asset of the Company, (C) the Company makes an application to a court of competent jurisdiction for protection from its creditors generally, or (D) any procedure equivalent to any of the events in Sections 8(e)(iii)(A) through (C) occurs in any other jurisdiction with respect to the Company. (f) Upon termination or expiration of this Agreement, the Service Recipient shall pay to the Service Provider all monies due to the Service Provider in respect of Services provided prior to such termination or expiration. To the extent that the Service Provider agrees to provide any post-termination or post-expiration support services to the Service Recipient, the terms and pricing of such support services shall be memorialized in a separate and distinct agreement between the Parties. In addition, each Party shall, at the receiving Party’s option, return or destroy the Confidential Information of the other Party; provided, however, that a Party shall not be obligated to return or destroy (as applicable) Confidential Information of the other Party (i) that is stored electronically for archival or back-up purposes and is not reasonably accessible because of undue burden or cost, (ii) if destruction is prohibited by applicable Law or regulation, or (iii) that such Party may reasonably wish to retain for legal or compliance purposes.

Term Termination and Effects of Termination. (a) The term of this Agreement shall begin on the date hereof and continue until the earlier of (i) the twelve [eighteen (12) 18)] [Subject to review by the Sellers] month anniversary of the Closing Date and (ii) with respect to a given Service, the last date of such Service as set forth on Exhibit A. (b) In the event that (i) there is nonperformance of any Service as a result of an event described in Section 11(a), (ii) the provision of a Service would violate applicable Law, (iii) the Service Provider cannot obtain all Authorizations necessary for the provision of a Service, or (iv) the provision of a Service is materially affected by an unexpected information technology risk, including, but not limited to, complete system shutdown or disruptions, the Parties shall cooperate with each other in good faith to achieve a reasonable arrangement in order to permit the Service Recipient to continue to receive the affected Service. All costs for any such alternative arrangement shall be borne by shared equally between the Service Provider and the Service Recipient; provided that the Parties shall discuss in good faith a reduction in the Charges payable by the Service Recipient in respect of the affected Service during the period in which any such alternative arrangement is in place. (c) One or more Services may be terminated prior to the expiration of the applicable term of this Agreement with respect to such Service upon the mutual written agreement of the Parties. (d) The Company Purchaser may terminate any Service on at least thirty (30) days’ written notice to HCAGLehigh Xxxxxx; provided that, except as set forth in Section 10(b), to the extent a Service proposed to be terminated is bundled with one or more other Services as set forth on Exhibit A, then all of such Services must be terminated together. (e) HCAG Lehigh Xxxxxx may terminate this Agreement with immediate effect by written notice to the Company Purchaser on or at any time after (i) the Service Recipient has failed to pay any undisputed amount due to the Service Provider pursuant to Section 3 for a period of not less than sixty (60) days from the date such amount becomes due, [(ii) in the event of a Change of Control of any of the CompanyPurchaser, the NAM Companies or the wholly owned subsidiaries of the NAM Companies, ,] [Subject to review by the Sellers] or (iii) (A) the Company Purchaser passes a resolution for winding up or a court of competent jurisdiction makes an order for winding up or dissolution of the CompanyPurchaser, (B) the making of an administration order in relation to the Company Purchaser or the appointment of a receiver over, or an encumbrancer taking possession of or selling, an asset of the CompanyPurchaser, (C) the Company Purchaser makes an application to a court of competent jurisdiction for protection from its creditors generally, or (D) any procedure equivalent to any of the events in Sections 8(e)(iii)(A) through (C) occurs in any other jurisdiction with respect to the CompanyPurchaser. (f) Upon termination or expiration of this Agreement, the Service Recipient shall pay to the Service Provider all monies due to the Service Provider in respect of Services provided prior to such termination or expiration. To the extent that the Service Provider agrees to provide any post-termination or post-expiration support services to the Service Recipient, the terms and pricing of such support services shall be memorialized in a separate and distinct agreement between the Parties. In addition, each Party shall, at the receiving Party’s option, return or destroy the Confidential Information of the other Party; provided, however, that a Party shall not be obligated to return or destroy (as applicable) Confidential Information of the other Party (i) that is stored electronically for archival or back-up purposes and is not reasonably accessible because of undue burden or cost, (ii) if destruction is prohibited by applicable Law or regulation, or (iii) that such Party may reasonably wish is obligated to retain for legal or compliance purposes (g) Service Recipient may step-in and supervise Service Provider’s performance of, or perform for itself, a Service (a) upon the occurrence of an event described in Section 8(b), (b) if Service Provider fails to procure an Authorization necessary for Service Provider to provide a Service or (c) if Service Recipient is directed by a governmental authority to step-in.

Term Termination and Effects of Termination. (a) The term of this Agreement shall begin on the date hereof and continue until the earlier of (i) the twelve eighteen (1218) month anniversary of the Closing Date and (ii) with respect to a given Service, the last date of such Service as set forth on Exhibit A. (b) In the event that (i) there is nonperformance of any Service as a result of an event described in Section 11(a), (ii) the provision of a Service would violate applicable Law, (iii) the Service Provider cannot obtain all Authorizations necessary for the provision of a Service, or (iv) the provision of a Service is materially affected by an unexpected information technology risk, including, but not limited to, complete system shutdown or disruptions, the Parties shall cooperate with each other in good faith to achieve a reasonable arrangement in order to permit the Service Recipient to continue to receive the affected Service. All costs for any such alternative arrangement shall be borne by shared equally between the Service Provider and the Service Recipient; provided that the Parties shall discuss in good faith a reduction in the Charges payable by the Service Recipient in respect of the affected Service during the period in which any such alternative arrangement is in place. (c) One or more Services may be terminated prior to the expiration of the applicable term of this Agreement with respect to such Service upon the mutual written agreement of the Parties. (d) The Company Purchaser may terminate any Service on at least thirty (30) days’ written notice to HCAGHPPL; provided that, except as set forth in Section 10(b), to the extent a Service proposed to be terminated is bundled with one or more other Services as set forth on Exhibit A, then all of such Services must be terminated together. (e) HCAG HPPL may terminate this Agreement with immediate effect by written notice to the Company Purchaser on or at any time after (i) the Service Recipient has failed to pay any undisputed amount due to the Service Provider pursuant to Section 3 for a period of not less than sixty (60) days from the date such amount becomes due, (ii) in the event of a Change of Control of any of the Company, the NAM Companies Purchaser or the wholly owned subsidiaries of the NAM UK Companies, or (iii) (A) the Company Purchaser passes a resolution for winding up or a court of competent jurisdiction makes an order for winding up or dissolution of the CompanyPurchaser, (B) the making of an administration order in relation to the Company Purchaser or the appointment of a receiver over, or an encumbrancer taking possession of or selling, an asset of the CompanyPurchaser, (C) the Company Purchaser makes an application to a court of competent jurisdiction for protection from its creditors generally, or (D) any procedure equivalent to any of the events in Sections 8(e)(iii)(A) through (C) occurs in any other jurisdiction with respect to the CompanyPurchaser. (f) Upon termination or expiration of this Agreement, the Service Recipient shall pay to the Service Provider all monies due to the Service Provider in respect of Services provided prior to such termination or expiration. To the extent that the Service Provider agrees to provide any post-termination or post-expiration support services to the Service Recipient, the terms and pricing of such support services shall be memorialized in a separate and distinct agreement between the Parties. In addition, each Party shall, at the receiving Party’s option, return or destroy the Confidential Information of the other Party; provided, however, that a Party shall not be obligated to return or destroy (as applicable) Confidential Information of the other Party (i) that is stored electronically for archival or back-up purposes and is not reasonably accessible because of undue burden or cost, (ii) if destruction is prohibited by applicable Law or regulation, or (iii) that such Party may reasonably wish is obligated to retain for legal or compliance purposes. (g) Service Recipient may step-in and supervise Service Provider’s performance of, or perform for itself, a Service (a) upon the occurrence of an event described in Section 8(b), (b) if Service Provider fails to procure an Authorization necessary for Service Provider to provide a Service or (c) if Service Recipient is directed by a governmental authority to step-in.

Term Termination and Effects of Termination. (a) The term of this Agreement shall begin on the date hereof and continue until the earlier of (i) the twelve (12) month anniversary of the Closing Date and (ii) with respect to a given Service, the last date of such Service as set forth on Exhibit A. (b) In the event that (i) there is nonperformance of any Service as a result of an event described in Section 11(a), (ii) the provision of a Service would violate applicable Law, (iii) the Service Provider cannot obtain all Authorizations necessary for the provision of a Service, or (iv) the provision of a Service is materially affected by an unexpected information technology risk, including, but not limited to, complete system shutdown or disruptions, the Parties shall cooperate with each other in good faith to achieve a reasonable arrangement in order to permit the Service Recipient to continue to receive the affected Service. All costs for any such alternative arrangement shall be borne by the Service Recipient; provided that the Parties shall discuss in good faith a reduction in the Charges payable by the Service Recipient in respect of the affected Service during the period in which any such alternative arrangement is in place. (c) One or more Services may be terminated prior to the expiration of the applicable term of this Agreement with respect to such Service upon the mutual written agreement of the Parties. (d) The Company may terminate any Service on at least thirty (30) days’ written notice to HCAG; provided that, except as set forth in Section 10(b), to the extent a Service proposed to be terminated is bundled with one or more other Services as set forth on Exhibit A, then all of such Services must be terminated together. (e) HCAG may terminate this Agreement with immediate effect by written notice to the Company on or at any time after (i) the Service Recipient has failed to pay any amount due to the Service Provider pursuant to Section 3 for a period of not less than sixty (60) days from the date such amount becomes due, (ii) in the event of a Change of Control of any of the Company, the NAM Companies Company or the wholly owned subsidiaries of the NAM UK Companies, or (iii) (A) the Company passes a resolution for winding up or a court of competent jurisdiction makes an order for winding up or dissolution of the Company, (B) the making of an administration order in relation to the Company or the appointment of a receiver over, or an encumbrancer taking possession of or selling, an asset of the Company, (C) the Company makes an application to a court of competent jurisdiction for protection from its creditors generally, or (D) any procedure equivalent to any of the events in Sections Section 8(e)(iii)(A) through (C) occurs in any other jurisdiction with respect to the Company. (f) Upon termination or expiration of this Agreement, the Service Recipient shall pay to the Service Provider all monies due to the Service Provider in respect of Services provided prior to such termination or expiration. To the extent that the Service Provider agrees to provide any post-termination or post-expiration support services to the Service Recipient, the terms and pricing of such support services shall be memorialized in a separate and distinct agreement between the Parties. In addition, each Party shall, at the receiving Party’s option, return or destroy the Confidential Information of the other Party; provided, however, that a Party shall not be obligated to return or destroy (as applicable) Confidential Information of the other Party (i) that is stored electronically for archival or back-up purposes and is not reasonably accessible because of undue burden or cost, (ii) if destruction is prohibited by applicable Law or regulation, or (iii) that such Party may reasonably wish to retain for legal or compliance purposes.