Termination and Transition Sample Clauses

Termination and Transition. 11.1 COMPANY may terminate this Agreement or any Scope of Work with or without cause, upon thirty (30) days prior written notice to ACCESS. COMPANY shall pay for all services and expenses to said date of termination. 11.2 Either party may terminate this Agreement or any Scope of Work upon breach by the other party of any material covenant, term, or condition of this Agreement, if such breach is not cured within Ten (10) business days after written notice thereof. 11.3 Either party may terminate this Agreement upon the institution of any proceeding for relief under the Bankruptcy Code or if such proceeding is instituted against either party, if either party becomes insolvent, if a receiver (permanent or temporary) of either party’s property or any part thereof is appointed by a court of competent authority, if either party makes a general assignment for the benefit of creditors, or if execution is levied against either party’s assets and such levy or suit is nor dismissed within ten (10) days thereafter. 11.4 Upon termination or expiration of this Agreement or any Scope of Work for any reason, (i) the rights to payment and the obligations of either party that have come due before termination will continue in full force and effect; (ii) COMPANY shall within thirty (30) days pay ACCESS all undisputed monies owed to it, including, but not limited to, all Service fees as outlined in the relevant Scope of Work, under the Agreement; and (iii) ACCESS shall immediately return to COMPANY all materials, including, but not limited to, manuals, sales contracts, promotional or marketing materials, demonstration materials, and other sales aids supplied to ACCESS by COMPANY or relating to ACCESS’s performance of Services under this Agreement.

Termination and Transition. 29 12.1. GENERAL.................................................................................................29 12.2. NEGOTIATIONS............................................................................................30 12.3. COMPENSATION............................................................................................31

Termination and Transition. 1. Termination or non-renewal of an agreement between an MCO and an IPA, institutional network provider, or medical group Provider that serves five percent or more of the enrolled population in a county, or the termination or non-renewal of an agreement between an IPA and an institutional Provider or medical group Provider that serves five percent or more of the enrolled population in a county, requires notice to the Commissioner of Health. Unless otherwise provided by statute or regulation, the effective date of termination shall not be less than 45 days after receipt of notice by either party, provided, however, that termination, by the MCO may be effected on less than 45 days notice provided the MCO demonstrates to DOH's satisfaction prior to termination that circumstances exist which threaten imminent harm to enrollees or which result in Provider being legally unable to deliver the covered services and, therefore, justify or require immediate termination. 2. If this Agreement is between the MCO and a health care professional, the MCO shall provide to such health care professional a written explanation of the reasons for the proposed contract termination, other than non-renewal, and an opportunity for a review as required by state law. The MCO shall provide the health care professional 60 days notice of its decision to not renew this Agreement. 3. If this Agreement is between an MCO and an IPA, and the Agreement does not provide for automatic assignment of the IPA's Provider contracts to the MCO upon termination of the MCO/IPA contract, in the event either party gives notice of termination of the Agreement, the parties agree, and the IPA's providers agree, that the IPA providers shall continue to provide care to the MCO's enrollees pursuant to the terms of this Agreement for 180 days following the effective date of termination, or until such time as the MCO makes other arrangements, whichever first occurs. This provision shall survive termination of this Agreement regardless of the reason for the termination.

Termination and Transition. On termination or expiration of this Agreement, the Company promptly shall deliver all Confidential Information and other assets of the Business of the Division to Employee, free and clear of all liens, claims and encumbrances. The Company will cooperate with the Employee in transitioning all work in progress to the Employee, or the Employee’s designee, and will otherwise cooperate with the Employee as reasonably requested to prevent disruption to the business and operations; and (b) each party shall return to the other party or certify in writing to the other party that it has destroyed all documents and other tangible items that it or its employees, contractors and agents have received or created pertaining, referring or relating to the Confidential Information of the other party furnished under this Agreement, and erase or destroy all electronic or magnetic records in computer memory, tape or other media containing any Confidential Information, provided however a party may retain on a confidential basis copies of documents required to comply with legal obligations. Termination of this Agreement shall not limit either party from pursuing any other remedies available to it at law or in equity.

Termination and Transition. 1. Termination or non-renewal of an agreement between an MCO and an IPA/ACO, institutional network Provider, or medical group Provider that serves five percent or more of the enrolled population in a county, or the termination or non-renewal of an agreement between an IPA/ACO and an institutional Provider or medical group Provider that serves five percent or more of the enrolled population in a county, requires notice to the Commissioner of Health. Unless otherwise provided by statute or regulation, the effective date of termination shall not be less than 45 days after receipt of notice by either party, provided, however, that termination by the MCO may be effected on less than 45 days’ notice provided the MCO demonstrates to the satisfaction of DOH, prior to termination, that circumstances exist which threaten imminent harm to enrollees or which result in Provider being legally unable to deliver the covered services and, therefore, justify or require immediate termination. 2. If this Agreement is between the MCO and a health care professional, the MCO shall provide to such health care professional a written explanation of the reasons for the proposed contract termination, other than non-renewal, and an opportunity for a review as required by state law. The MCO shall provide the health care professional 60 days’ notice of its decision to not renew this Agreement. 3. If this Agreement is between an MCO and an IPA/ACO, and the Agreement does not provide for automatic assignment of the IPA/ACO’s Provider contracts to the MCO upon termination of the MCO/IPA/ACO contract, in the event either party gives notice of termination of the Agreement, the parties agree, and the IPA/ACO’s Providers agree, that the IPA/ACO Providers shall continue to provide care to the MCO’s enrollees pursuant to the terms of this Agreement for 180 days following the effective date of termination, or until such time as the MCO makes other arrangements, whichever occurs first. This provision shall survive termination of this Agreement regardless of the reason for the termination.

Termination and Transition. 1. Any termination of this agreement, if this agreement is between HMO and an IPA or institutional network providers, or between and IPA and an institutional network providers, or between and IPA and an institutional provider, requires notice to the Commissioner of Health. Unless otherwise provided by statute or regulation, the effective date of termination shall not be less than 60 days after receipt of notice of either party, provided, however, that termination, by HMO may be effected on less than 60 days notice provided HMO demonstrates, to DOH's satisfaction prior to termination that circumstances exist which threaten imminent harm to enrollees or which result in provider being legally unable to deliver the covered services and, therefor, justify or require immediate termination. 2. If this agreement is between HMO and a health care professional, HMO shall provide to such health care professional a written explanation of the reasons for the proposed contract termination, other than non-renewal, and an opportunity for a review as required by state law. HMO shall provide the health care professional 60 days notice of its decision to not renew this agreement. 3. If this agreement is between an HMO and an IPA, in the event either party gives notice of termination of the agreement the parties agree, and the IPA's providers agree that the IPA providers shall continue to provide care to the HMO's enrollees pursuant to the terms of this agreement for 180 days following such notice of termination, or until such time as the HMO makes other arrangements, whichever first occurs. This provision shall survive termination of this Agreement regardless of the reason for the termination.

Termination and Transition. 11.1 In the event of a change in any applicable law, regulation, or a change in any interpretation of any applicable law or regulation which would make ACCESS’ performance under this Agreement illegal, or which would, in OEM’s good faith judgment and supported by the written opinion of OEM’s outside counsel, materially and adversely affect ACCESS’ ability to perform according to the terms specified in this Agreement (each such change, a “Qualifying Change”), then, (a) as soon as practicable following such Qualifying Change, and prior to such Qualifying Change if possible, ACCESS and OEM shall confer to determine if alternative services can be provided to OEM which are in compliance with the Qualifying Change, or (b) if no such alternatives presented are acceptable to both parties, then either party shall be entitled to terminate this Agreement immediately upon written notice, without further liability as a result of such termination, with the exception that OEM shall pay for all services and expenses to said date of termination. 11.2 Either party may terminate this Agreement upon breach by the other party of any material covenant, term, or condition of this Agreement, if such breach is not cured within Ten (10) business days after written notice thereof. 11.3 Either party may terminate this Agreement upon the institution of any proceeding for relief under the Bankruptcy Code or if such proceeding is instituted against either party, if either party becomes insolvent, if a receiver (permanent or temporary) of either party’s property or any part thereof is appointed by a court of competent authority, if either party makes a general assignment for the benefit of creditors, or if execution is levied against either party’s assets and such levied or suit is nor dismissed within ten (10) days thereafter. 11.4 Upon termination or expiration of this Agreement for any reason, (i) the rights to payment and the obligations of either party that have come due before termination will continue in full force and effect; (ii) OEM shall within thirty (30) days pay ACCESS all monies owed to it, including, but not limited to, all service fees as outlined in Exhibit A or the applicable SCR, and all unrecovered training and programming fees, ramp-up and ramp-down costs and other relevant expenses, under the Agreement; and (iii) ACCESS shall immediately return to OEM all materials, including, but not limited to, manuals, sales contracts, promotional or marketing materials, demonst...

Termination and Transition. In the event written notice of termination is given by either party, both parties shall work to accomplish a complete transition of services being terminated without interruption of, or adverse impact to, the services enjoyed by either party under this agreement. The disentanglement process shall begin as soon as possible, but not later than the date of termination. It is understood that completion of a Task Order may extend beyond the date of termination. Disentanglements will be defined as a Task Order and both parties, shall, in good faith, seek to maintain existing service levels and minimize the disruption of services until task orders in process are completed. County shall be entitled payment as provided in Paragraph 7.

Termination and Transition. A. Prior to the first anniversary of the Effective Date, neither party shall have the right to terminate this Agreement for any reason, except as expressly set forth below in this Section 6. B. Subject to the notice and cure period provided in Section 6.D below, at any time after the first anniversary of the Effective Date, NEUROMetrix will have the right to terminate this Agreement in the event that either: