Termination/Expiration Assistance. (a) Commencing upon notice of termination and continuing through the effective date of termination of this Contract, Contractor shall provide to Owner, or at Owner's request to Owner's designee, the reasonable termination/expiration assistance requested by Owner to allow the Work to continue without interruption or adverse effect and to facilitate the orderly transfer of the Work to Owner or its designee; provided, however, that Owner has paid all outstanding invoices. Such assistance shall include the following:
Termination/Expiration Assistance. At Xxxxx’x request, commencing six (6) months prior to expiration of this Agreement, or on such earlier date as Xxxxx may request, or commencing upon any notice of termination by either Party (which notice, for purposes of Section 32.1, shall be the Second Notice from SAVVIS) (in whole or in part) or of non-renewal of this Agreement (including notice based upon default by Xxxxx), and continuing through the Termination/Expiration Assistance Period, SAVVIS will provide to Xxxxx, or at Xxxxx’x request to Xxxxx or Xxxxx’x designee(s), the termination/expiration assistance requested by Xxxxx and generally available from SAVVIS to allow the Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the Services to Xxxxx or its designee(s) (such assistance, “Termination/Expiration Assistance”); provided that Xxxxx has paid all outstanding, undisputed amounts owing to SAVVIS and prepays for the Termination/Expiration Assistance monthly in advance. Any Termination/Expiration Assistance that is provided in accordance with the foregoing will be provided during the Term at no additional cost to the extent it is part of the Base Services and at SAVVIS’ time and materials charges in Schedule C, unless agreed otherwise by the Parties to the extent it is not part of the Base Services. The charges for Termination/Expiration Assistance provided by SAVVIS after termination or expiration of this Agreement, shall be billed to Xxxxx at the rates set forth in Schedule C (except as the Parties may otherwise agree). The quality and level of the Services shall not be degraded during the Termination/Expiration Assistance Period, and all such Termination/Expiration Assistance shall be provided in accordance with the terms and conditions governing SAVVIS’ provision of the Services hereunder. Termination/Expiration Assistance will include the following:
Termination/Expiration Assistance. Commencing on the effective date of termination or expiration of this Agreement, as the case may be, and continuing for a period of one hundred eighty (180) days, Service Provider shall provide to Customer, or at Customer’s request to Customer’s designee, the reasonable termination/expiration assistance requested by Customer to allow the Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the Services to Customer or its designee (“Termination/Expiration Assistance”). The Termination/Expiration Assistance shall include the assistance described in Schedule I. Customer agrees to pay Service Provider for all such services under this Section 21.4 in accordance with Section 8 of this Agreement. Service Provider shall be obligated to provide Termination/Expiration Assistance regardless of whether this Agreement is terminated in connection with a material breach by Customer, provided, that Customer (i) pays undisputed payments due under this Agreement; and (ii) makes assurance of prompt payment or advance payment to Service Provider for the Termination/Expiration Assistance.
Termination/Expiration Assistance. (a) Beginning (1) six (6) months prior to expiration of this Agreement (and/or an SOW hereunder) or upon such earlier date as D&B may request, or (2) upon a notice of termination (including notice of termination based upon default by D&B) or of non-renewal of this Agreement (and/or an SOW hereunder), and subject to Section 22.10(b) below, continuing through the effective date of expiration or, if applicable, of termination of this Agreement and/or such SOW hereunder (as such effective date may be extended pursuant to Section 22.8), Acxiom shall provide to D&B, or at D&B’s request to D&B’s designee, the reasonable termination/expiration assistance requested by D&B to allow the Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the terminating or expiring Services to D&B or its designee (including a competitor of Acxiom) (“Termination/ Expiration Assistance”). Acxiom shall also provide Termination/Expiration Assistance in the event of any partial termination of this Agreement, such assistance to commence upon D&B’s notice of termination to Acxiom. Termination/Expiration Assistance shall include the assistance described in Schedule H and the following:
Termination/Expiration Assistance. (a) During the Termination/Expiration Assistance Period, Vendor shall provide to ACI or, at ACI’s request, to ACI’s designee the reasonable termination/expiration assistance requested by ACI to allow the Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the Services to ACI or its designee (including a competitor of Vendor) (“Termination/Expiration Assistance”).
Termination/Expiration Assistance. (a) Beginning six (6) months prior to expiration of this Agreement, on such earlier date as Capital One may request, or commencing upon a notice of termination (including notice of termination based upon default by Capital One) of this Agreement or cessation of any of the Services, and continuing through the effective date of expiration or, if applicable, of termination of this Agreement, First Data shall provide to Capital One, or at Capital One’s request to Capital One’s designee, the reasonable termination/expiration assistance requested by Capital One to allow the Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the Services to Capital One or its designee (including a competitor of First Data) (“Termination/Expiration Assistance”). Capital One’s request may be in the context of Capital One’s reduction or removal of a portion of the Services in accordance with Section 3.1(c), although this Agreement is not itself being terminated. Termination/Expiration Assistance shall include the assistance described in Schedule I.
Termination/Expiration Assistance. (a) Commencing six (6) months before the expiration of the Term or, if applicable, upon delivery of a termination notice by Customer or ACS pursuant to this Article 18, and continuing until the expiration of the Term or, if applicable, the termination date (as it may be extended pursuant to Section 18.5 (Extension of Termination Effective Date), ACS will provide to Customer or Customer’s designee the assistance reasonably requested by Customer to enable any or all of the Services to continue without interruption and to facilitate the orderly transfer of the Services to Customer or its designee (“Termination/Expiration Assistance”). Notwithstanding the above, in the event that this Agreement is terminated by ACS for non-payment pursuant to Section 18.1(c), Customer must prepay, on a monthly basis, all Charges commencing with the first date of Termination/Expiration Assistance by ACS.
Termination/Expiration Assistance. (a) Provision of Services Prior to Termination/Expiration Date. Commencing six (6) months prior to expiration of this Agreement or on such earlier date as Empire may request, or commencing upon any notice of termination or partial termination (as limited by the next sentence), including notice based upon default by Empire or of non-renewal of this Agreement, and continuing through the effective date of expiration or, if applicable, of termination of this Agreement (as such effective date may be extended pursuant to Section 21.9), IBM shall provide to Empire, or at Empire's request to Empire's designee, the reasonable termination/expiration assistance requested by Empire to allow the Services to continue in accordance with the terms of the Agreement and to facilitate the orderly transfer of the Services to Empire or its designee ("Termination/Expiration Assistance"), provided that to the extent that termination is pursuant to Section 21.1(c), Empire shall either (1) pre-pay the estimated monthly charges for such Termination/Expiration Assistance at least thirty (30) days prior to each month (which charges shall be trued-up when actual charges become available), or (2) post an irrevocable letter of credit (or performance bond) in sufficient amount to meet the ongoing charges to be incurred. In the event of any partial termination, the provision of Termination/Expiration Assistance shall be provided by IBM only as applicable to the Services terminated. Termination/Expiration Assistance shall include the assistance described in Schedule I and the following:
Termination/Expiration Assistance. (i) Upon any termination or expiration of this Agreement, AOL may cancel the Services and MCI will (i) provide reasonable assistance and consultation to ensure a smooth and timely transition of AOL’s Services to AOL or AOL’s designee (i.e., another vendor), and (ii) continue to provide the Services at prices then in effect (such period the “Migration Period”). During the Migration Period, the parties shall ensure the complete migration of the Services provided hereunder (including Toll-Free Port services and Colocation services, if any) to AOL or to other services or networks of another provider or providers. Except as otherwise mutually agreed upon by the parties, MCI shall continue to provide the services during the Migration Period to AOL at prices then in effect as of the date of expiration or termination of the Agreement, and shall otherwise perform all of its obligations under this Agreement for the duration of the Migration Period. EXECUTION COPY The Migration Period shall be a minimum of [****] unless the parties agree otherwise. No Migration Period shall exceed [****] in duration unless the parties agree otherwise or [****], in which case the Migration Period may extend to a total of [****] months.
Termination/Expiration Assistance. Commencing six (6) months prior to the termination or expiration of this Agreement or any Program, or on such earlier date as Bank may reasonably request, or commencing upon a notice of termination (including notice based upon default by Bank), in whole or in part, or of non-renewal of this Agreement or any Program, and continuing through the effective date of expiration or, if applicable, of termination of this Agreement or any Program, Servicer shall provide to Bank, or at Bank’s request to Bank’s designee (“Bank Designee”), all necessary assistance to facilitate the orderly transition of Services to Bank or its designee to allow the Services to continue without interruption or adverse effect (“Termination/Expiration Assistance”). The cost and expense of such Termination/Expiration Assistance provided by Servicer shall be (a) at Servicer’ sole cost and expense if the termination or expiration of the Agreement or Program is attributable to Servicer’s failure to perform its obligations or renew this Agreement, (b) at Bank’s sole cost and expense if the termination or expiration of the Agreement or Program is attributable to Bank’s failure to perform its obligations or renew this Agreement, and (c) divided equally among Servicer and Bank in any circumstance not covered by section 9.2(a) or 9.2(b). To the extent that Bank is responsible for payment of such costs and expenses of Servicer, Servicer shall invoice Bank for such services provided by Servicer employees at an hourly rate of $150 per hour. Bank shall pay such invoices within thirty (30) days following receipt of the invoice. In no event shall Servicer be required to deliver to any Bank Designee any Confidential Information of Servicer or Servicer Intellectual Property unless Bank has caused such Bank Designee to enter into a confidentiality agreement with Servicer in form and substance acceptable to Servicer in its reasonable discretion. Termination/Expiration Assistance shall be subject to and include the following:
