Termination Assistance Services Clause Samples

Termination Assistance Services. AMD shall, upon Spansion’s request during the Termination Assistance Period, provide the Termination Assistance Services for (a) the Fees attributable to the Services received by Spansion pursuant to the termination plan, and (b) for the Termination Assistance Services other than continued provision of the Services, at the applicable Spansion T&M Rates. After the expiration of the Termination Assistance Period, (y) AMD shall provide consulting services to Spansion regarding the Services on an “as requested” basis at the Spansion T&M Rates and (z) each Party shall deliver to the other Party any remaining reports, documentation and materials still in its possession and owned by the other Party, other than reports, documentation and materials licensed to the Party possessing the same after the expiration or termination of this Agreement in accordance with the terms of this Agreement.

Termination Assistance Services. PERFORMANCE STANDARDS AND SERVICE LEVELS

Termination Assistance Services. The following applies with respect to Services under each Engagement Schedule, unless set forth otherwise in the Engagement Schedule:

Termination Assistance Services. Upon the consummation of a PHH Sale, a Two Year PHH Sale or a Non-Renewal PHH Sale, PMC shall for a period of one (1) year following the termination date (the “Termination Assistance Period”), upon the Cendant Member’s request and at the Cendant Member’s expense, continue to provide to the Company all such transition and other services as shall be reasonably necessary to facilitate an orderly transition of the business and operations of the Company to the Cendant Designated Buyer (“Termination Assistance Services”). In providing Termination Assistance Services, PMC shall provide such reasonable cooperation and technical assistance as required to facilitate the transfer of the management of the Company to a Cendant Designated Buyer. The rights of the Cendant Member under this Article XI shall be without prejudice to the Parties’ rights to pursue legal remedies for breach of this Agreement, either for breaches prior to termination or during the period this Agreement continues to be in force post-termination. Termination Assistance Services shall be provided for a fee calculated based on then-current fair value for such services, and PMC shall use commercially reasonable best efforts to perform the Termination Assistant Services at the same service levels as such services were provided prior to termination.

Termination Assistance Services. (1) IBM shall, upon EMW's request from time to time after a determination is made by EMW that there will be a termination or expiration of this Agreement, provide the Termination Assistance Services. The quality and level of performance during the Termination Assistance Period shall not be degraded. After the expiration of the Termination Assistance Period, IBM shall (a) answer questions from EMW regarding the Services on an "as needed" basis at IBM's then standard billing rates and (b) deliver to EMW IBM Confidential May 12, 2000 Page 40 of 52 EMW Confidential Agreement any remaining EMW-owned reports and documentation still in IBM's possession. (2) Upon the occurrence of either the (a) delivery to IBM by EMW of a notice to terminate the entire Agreement or (b) expiration of this Agreement, IBM shall not terminate, reassign or otherwise remove (other than for cause) the specified IBM Key Personnel without EMW's reasonable prior approval for up to 180 days after the date of such notice or within 180 days of the date of such expiration. At EMW's request during such period in respect of each then-current member of the Project Staff, IBM shall, to the extent not prohibited by applicable laws, rules or regulations allow EMW and its designees to meet with, solicit and hire such then-current member of the Project Staff. (3) To the extent IBM can perform any requested Termination Assistance Services using its then-existing resources dedicated to providing the Services under this Agreement, the Termination Assistance Services will be billed to EMW as Designated Fees. (4) If the Termination Assistance Services will require the use of different or additional services or resources beyond that which IBM is then using to provide the Services, the Termination Assistance Services will be invoiced at IBM's then standard rates. (5) IBM will provide the Termination Assistance Services for up to 12 months after the effective date of the expiration or termination of this Agreement. (6) IBM will provide Termination Assistance Services only to the extent such Termination Assistance Services will not unreasonably interfere with IBM's ability to perform the Services, unless EMW gives IBM corresponding relief of IBM's obligations. (7) If IBM terminates this Agreement for EMW's material breach, IBM will provide EMW with Termination Assistance Services only if EMW pays the estimated Fees for such Termination Assistance Services in advance.

Termination Assistance Services. Upon the expiration of this Agreement or the effective date of termination of this Agreement, Service Provider shall have no further obligation to provide the Services to Recipient and for a period up to (a) sixty (60) days prior to the expiration or the effective date of termination of this Agreement and (b) thirty (30) days following the expiration of this Agreement or the effective date of termination of this Agreement, Service Provider shall use reasonable efforts to cooperate, at Recipient's expense (which shall not be greater than Service Provider's costs related thereto), with (i) the Alternative Provider or (ii) Recipient, in connection with the transfer of the Services and the Recipient Data, from Service Provider to the facilities of (x) the Alternative Provider or (y) Recipient, as requested by Recipient.

Termination Assistance Services. ‌ Within five (5) Business Days following notice to Contractor from the AOC of termination of Contractor’s services to Customer, and within five (5) Business Days following termination or expiration of such Services, Contractor shall at no additional cost deliver to such Customer and AOC all Customer Data and information used by such Customer in provision of Services. Customer Data and information must be delivered in a format reasonably requested or if no request is made as to format, then Contractor shall provide Customer and AOC each with a hard drive containing Customer Data in a format that is easily readable and understandable, and within industry standard practices.

Termination Assistance Services. Upon the later of termination or expiration of this Agreement or the end of the Termination Assistance Period, Service Provider will (i) de-activate all Identifications of Novation, the Alliances and all Participating Members who are not subject to Member-Based Pricing at such time, and (ii) if this Agreement has expired or if any party other than Service Provider has terminated this Agreement in accordance with Section 8.3.1, refund an allocable portion of Fees paid for any period after termination and provide Novation and each Alliance with an electronic copy of the Member Data and [*****]. Service Provider hereby grants to Novation and each Alliance the perpetual right to use the foregoing materials for their use internally and with their Members and, if applicable, for re-hosting and use on an e-commerce system that is competitive with the GHX Exchange, solely for the use of Novation, the Alliances and their Members. Service Provider will provide the Termination Assistance Services during the Termination Assistance Period. Except as otherwise provided in this Section 8.8, this Agreement shall remain in full force and effect during the Termination Assistance Period. For the first [*****] of the Termination Assistance Period, the Charges required to be paid hereunder shall be reduced by [*****]. Thereafter, Termination Assistance Services shall be provided at Service Provider’s then-current Charges.

Termination Assistance Services. Upon the expiration of this Agreement or the effective date of termination of this Agreement, Service Provider shall have no further obligation to provide the Services to Recipient and: (1) for a period of up to (a) 60 days prior to the expiration or the effective date of termination of this Agreement and (b) 30 days following the expiration of this Agreement or the effective date of termination of this Agreement, Service Provider shall use reasonable efforts to cooperate, at Recipient's expense, with (i) the Alternative Provider or (ii) Recipient, in connection with the transfer of the Services, the Recipient Data, the Licensed Software and the Licensed Documentation, from Service Provider to the facilities of (x) the Alternative Provider or (y) Recipient, as requested by Recipient; and (2) the rights granted to Service Provider in Section 5.01 shall immediately terminate and Service Provider shall deliver to Recipient (a) a current copy of the Licensed Software in the form in use as of that time and (b) a current copy of the Licensed Documentation in the form in use as of that time.