Common use of Termination and Indemnification Clause in Contracts

Termination and Indemnification. (a) Any Party may terminate this Agreement as to itself at any time and for any reason by providing the other Parties at least thirty (30) days’ prior written notice of its desired termination date; provided, however, that (i) any Party hereto may terminate this Agreement as to itself immediately upon the insolvency of another Party or the appointment of a conservator, liquidator or statutory successor of another Party, except as described in Section 21, and (ii) a non-breaching Party may terminate this Agreement as to itself upon any material breach of any material term of this Agreement by another Party, where such other Party fails to cure such breach within fifteen (15) days following receipt of written notice thereof. (b) Any notice of termination shall be sent to all Parties hereto, and a Party who is an insurance company shall also send the notice to its domiciliary insurance regulator; provided, that this Agreement shall remain in full force and effect with respect to such other Parties unless and until any or all of such other Parties shall elect to terminate this Agreement. (c) Upon any termination of this Agreement and for a period of up to six (6) months following termination, all Service Providers shall provide such services as may be reasonably requested by any Service Recipient to provide for the orderly transition of the services provided hereunder to another service provider designated by such Service Recipient. Such Service Recipient shall reimburse each Service Provider at cost for the provision of any such transition services. (d) Any Service Recipient, upon ninety (90) days’ prior written notice to any Service Provider, may terminate any one or more of the services to be furnished hereunder by such Service Provider to such Service Recipient. Any such partial termination with respect to specific services shall not be deemed to terminate this Agreement in its entirety or to affect the remaining Parties. (e) The Service Provider shall indemnify and hold harmless each Service Recipient, for and against any and all claims or losses arising out of or relating to the gross negligence or willful misconduct of the Service Provider.