Common use of Termination by Provider Clause in Contracts

Termination by Provider. (a) PROVIDER may not terminate this Agreement or any PSA for any reason other than (i) non-payment in accordance with Section 3.6, (ii) as described below under Section 8.4 (Termination Relating to Damages Cap) hereof and (iii) as described below under Section 8.5 (Change of Control), it being understood that PROVIDER will be relieved from its obligations to perform in accordance with the terms of this Agreement or a PSA to the extent that it is prevented from doing so as a result of the failure by CUSTOMER to perform any of its obligations under this Agreement or such PSA. (b) Within fifteen (15) days of PROVIDER’s notice to CUSTOMER of PROVIDER’s intent to terminate any PSA in accordance with Sections 8.2(a)(i) or 8.2(a)(ii), CUSTOMER shall inform PROVIDER as to whether it will require PROVIDER to provide Services Transfer Assistance for a period not exceeding fourteen (14) months from the date of such notice, provided, in the case of a termination described in clause (i), that CUSTOMER has made all outstanding payments under any invoice in accordance with Section 3.2 hereof. If CUSTOMER fails to give such notice, CUSTOMER shall not be entitled to require PROVIDER to provide Services Transfer Assistance. At PROVIDER’s option, CUSTOMER shall be required to pay for Services Transfer Assistance provided under this paragraph in advance. (c) With respect to any other breach of this Agreement or a PSA by CUSTOMER, PROVIDER will be entitled to invoke the applicable dispute resolution process under Section 21.12 hereof and pursue all remedies permitted by that process, but shall not be entitled to terminate this Agreement or any related PSA or voluntarily withhold any Services except as authorized pursuant to such process.

Termination by Provider. (a) PROVIDER may not terminate this Agreement or any PSA for any reason other than (i) non-payment in accordance with Section 3.63.f, (ii) as described below under Section 8.4 8.d (Termination Relating to Damages Cap) hereof and (iii) as described below under Section 8.5 8.e (Change of Control), it being understood that PROVIDER will be relieved from its obligations to perform in accordance with the terms of this Agreement or a PSA to the extent that it is prevented from doing so as a result of the failure by CUSTOMER to perform any of its obligations under this Agreement or such PSA. (b) . Within fifteen (15) days of PROVIDER’s notice to CUSTOMER of PROVIDER’s intent to terminate any PSA in accordance with Sections 8.2(a)(i) or 8.2(a)(ii), CUSTOMER shall inform PROVIDER as to whether it will require PROVIDER to provide Services Transfer Assistance for a period not exceeding fourteen (14) months from the date of such notice, provided, in the case of a termination described in clause (i), that CUSTOMER has made all outstanding payments under any invoice in accordance with Section 3.2 3.b hereof. If CUSTOMER fails to give such notice, CUSTOMER shall not be entitled to require PROVIDER to provide Services Transfer Assistance. At PROVIDER’s option, CUSTOMER shall be required to pay for Services Transfer Assistance provided under this paragraph in advance. (c) . With respect to any other breach of this Agreement or a PSA by CUSTOMER, PROVIDER will be entitled to invoke the applicable dispute resolution process under Section 21.12 21.l hereof and pursue all remedies permitted by that process, but shall not be entitled to terminate this Agreement or any related PSA or voluntarily withhold any Services except as authorized pursuant to such process.