Termination Assistance Services. Following the termination of this Agreement and/or any Ordering Document, the Parties may agree for Axway to provide transition services pursuant to a duly executed SOW, during which time this Agreement will continue in full force and effect solely to the extent necessary to allow such transition services to be performed. Axway agrees that the costs for any such services shall be comparable to the fees charged to other customers for similar types of services.
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 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 of 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 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 and the Recipient Software, from Service Provider to the facilities of (x) the Alternative Provider or (y) Recipient, as requested by Recipient.
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. The Parties agree that, upon Company’s request(s), Vendor will cooperate with Company Group to assist in, and provide reasonable assistance in connection with, the orderly transfer of the services, functions, responsibilities, tasks and operations comprising the Services under the Service Agreement to Company Group or a Successor Provider in connection with the expiration or earlier termination of the Service Agreement or any portion of the Services for any reason, however described. The Services include Termination Assistance Services and the Termination Assistance Services shall include: (i) providing Company Group and their respective agents, contractors and consultants, as necessary, with the services described as “Termination Assistance Services” in the Master Services Schedules (if any) and such other portions of the Services as Company may request; and (ii) providing Company Group and Third Parties participating in the transition activities, with reasonable access to the business processes, materials, equipment, software and other resources (including, without limitation, human resources) used by Vendor to deliver the Services, as reasonably necessary to support the transition of the relevant Services from Vendor to performance by Company Group or one or more Successor Providers of functions to replace such Services; provided, however, that such Successor Providers and other Third Parties comply with Vendor’s reasonable security and confidentiality requirements including, without limitation, execution of a confidentiality agreement consistent with the terms hereof. The Service Agreement Term shall be deemed not to have expired or terminated until the Termination Assistance Services thereunder are completed. The Termination Assistance Period may be extended by Company after the expiration or initially specified termination date; provided, however, in no event shall the total Termination Assistance Period extend for more than six (6) months after the initially specified effective date of termination or three (3) months after the effective date of expiration, as appropriate, of the applicable Service or Service Agreement. Any such Termination Assistance Period shall be on the terms, conditions and pricing in effect at the time of the commencement of such extension.
Termination Assistance Services. (a) Commencing on the later of (i) six (6) months prior to the scheduled expiration date of a Statement of Work and (ii) the delivery of any notice of termination or non-renewal of such Statement of Work (or such other date as agreed by the Parties), and continuing until the effective date of such expiration or termination or the period of six (6) months, whichever is less (“Termination Assistance Period”), Genpact shall provide to Carnation at Carnation’s cost, such reasonable cooperation, assistance and services as specified in the Statement of Work (“Termination Assistance Services”) provided that (i) any such cooperation, assistance and services do not interfere with Genpact’s ability to provide the Services or Termination Assistance Services; (ii) if Genpact agrees to give Carnation access to Genpact’s premises, it shall comply with Genpact’s security and confidentiality requirements that are notified in writing to it, including execution of a confidentiality agreement reasonably acceptable to Genpact; and (iii) the exercise of these rights is subject to compliance by Genpact with any confidentiality obligations and all Applicable Legislation.
(b) Genpact shall be relieved from a failure to meet the Service Levels during the Termination Assistance Period to the extent that such failure is the result of the any reduction of support during transition of applicable Services from Genpact or failure of Carnation to perform its material obligations as set out in Clause 15.1. Carnation will continue to provide the required support during the Termination Assistance Period and n such events, SLAs like minimum volume of service shall not be applicable if the actual volume has fallen below the required volumes to be worked upon. Carnation, its employees and its agents shall cooperate in good faith with Genpact in connection with Genpact’ obligations under this Clause 15.4. Termination Assistance Services shall be provided by Genpact on a time and materials basis and at the fees set forth in the applicable Statement of Work, which shall be payable by Carnation in advance where Genpact terminates this Agreement for material breach by Carnation (“Termination Assistance Fees”).
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.
Termination Assistance Services. PERFORMANCE STANDARDS AND SERVICE LEVELS
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. 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.
