Termination of Transition Services. At the Newco Entities’ request, upon the termination of any Transition Service or portion thereof for any reason, Xxxxxx shall extend the provision of the affected Transition Service(s) or portion thereof for a period not to exceed ninety (90) days (the “Transition Period”) beyond the effective date of expiry or termination of this Agreement or such Transition Service(s). Xxxxxx shall, in a good faith and commercially reasonable manner, agree to provide termination transition services during such Transition Period to the Newco Entities in order to effect an orderly, continuous and seamless transition of the Newco Entities from the affected Transition Service(s) to a new vendor or provider and to prevent interruptions or degradation of Transition Services (the “Termination Transition Services”). Any Termination Transition Services to be provided by Xxxxxx during the Transition Period shall be requested by the Newco Entities in writing and Newco shall compensate Xxxxxx in accordance with the terms of Section 4(a) of this Agreement, or as otherwise agreed to by the Parties in writing. Termination Transition Services shall also include, as requested by the Newco Entities, the right for any of the Newco Entities to take possession and control of all necessary office and data center space and related facilities, to use equipment, hardware and software and to obtain consulting services, support and assistance from Xxxxxx personnel, and Xxxxxx shall cooperate fully with such Newco Entity and any new or additional vendor(s) or service provider(s) that such Newco Entity may wish to use in connection with the subject transition or its business. In addition, during the Transition Period, unless otherwise agreed to by the Parties in writing, Xxxxxx shall continue to provide the Transition Service(s) as they had been provided prior to the termination or expiration of the Agreement or of any Transition Service(s) or portion thereof in accordance with the terms and conditions set forth in this Agreement. In addition to the foregoing and subject to third party rights and Applicable Law, Xxxxxx shall use commercially reasonable efforts to grant (and, at Xxxxxx’x sole cost, not subject to reimbursement, to cause third parties to grant) to the Newco Entities all rights necessary to take possession or control of tangible and intangible property and personnel owned or used by Xxxxxx, including software (including source code and object code), Intellectual Property, hardware and...
Termination of Transition Services. Service Provider shall have the right, upon reasonable notice to Buyer, to terminate or discontinue any Transition Service if Service Provider and its applicable Affiliates are terminating or discontinuing such same service to its business units, business divisions or Affiliates in general. Buyer may terminate any Transition Service, in whole or in part, upon fifteen (15) days’ prior notification to Service Provider in writing of Buyer’s determination.
Termination of Transition Services. Unless both of the Parties agree in writing to terminate this Agreement, neither Party may terminate this Agreement in its entirety and Provider may not terminate any Transition Service, in whole or in part, during the Term, except as follows:
(a) Recipient shall have the right to terminate any Transition Service, in whole or in part, upon thirty (30) days prior written notice to Provider, in each case, subject to the obligation to pay Early Termination Charges, as provided for under Section 5.2; provided, however, that (i) to the extent that Provider’s ability to provide (or cause to be provided) a Transition Service is dependent on the continuation by Recipient of another Transition Service (including continuation of access to a facility) to the extent expressly provided in the relevant Services Schedule, then Recipient shall not be entitled to terminate or reduce part of the scope or amount of, any such Transition Service unless, concurrently therewith, Recipient also terminates or reduces all such other interdependent Transition Services and (ii) to the extent that Provider informs Recipient that Provider’s actual cost of providing any other Transition Service would be increased by such termination or reduction, then Recipient shall not be entitled to terminate or reduce part of the scope or amount of, any such Transition Service unless, concurrently therewith, Recipient agrees to such increased Cost for such other Transition Services; and
(b) if either Party materially breaches any of its material obligations under this Agreement and such Party does not cure such breach within sixty (60) days after the fiftieth (50th) Business Day (or such other period as the Parties agree in writing) after receiving written notice thereof from the non-breaching Party, the non-breaching Party may terminate this Agreement, in whole or in part (with respect to the Transition Services to which the breach relates), by providing written notice of termination to the Party in breach (it being understood that this Section 5.1(b) shall not limit the Parties’ obligations pursuant to Section 3.2); and
Termination of Transition Services. Transferee may terminate receipt of any particular Transition Service upon that number of days’ prior written notice as set forth on Schedule 1 with respect to such Transition Service. Such termination shall not affect any of the other Transition Services being provided hereunder.
Termination of Transition Services. Except as provided in Section 4(c) or as otherwise provided in this Section 4(b), the provision of Transition Services by Xxxxxxxx and/or the Xxxxxxxx Service Providers will terminate upon the transfer of the employees associated with such service as provided under Section 2(e) above. With respect to any category of G&A Services, with respect to which there are no G&A Employees associated with such category, Buyer may elect, by giving not less ten (10) days advance written notice to Xxxxxxxx to terminate the provision by Xxxxxxxx or any Xxxxxxxx Service Provider of such category(ies) of Transition Services; provided, such categories of G&A Services shall only be terminated as of the last day of the month. The Buyer Entities shall have the right to immediately commence, whether directly or indirectly through third parties, the performance of any of the Transition Services, without advance notice to Xxxxxxxx, in the event of any event or occurrence of an emergency nature, in the event that Xxxxxxxx or any Xxxxxxxx Service Provider is unable to perform any such service because of the occurrence of a Force Majeure Event or in the event of any bankruptcy, insolvency or similar proceeding affecting Xxxxxxxx or any Xxxxxxxx Service Provider, without any obligation to Xxxxxxxx other than for Transition Services previously performed.
Termination of Transition Services. Any one of the Transition Services may be terminated, in whole or in part, by US OPS in its sole discretion, at any time during the term of this Agreement upon thirty (30) days’ prior written notice to Purchaser; provided that in the case of an early termination with respect to any Transition Service, (a) US OPS shall reimburse Purchaser for any reasonable and documented direct costs and out-of-pocket third-party fees and expenses (including termination fees) applicable to the provision of the terminated Transition Service for the full term to the extent such costs cannot reasonably be avoided by Purchaser following such notification, and (B) in the case of a partial termination of a Transition Service, the monthly Fee for the remaining Transition Service shall be reduced by an amount commensurate with the reduction of Providers’ resources, workload and expense in providing such Transition Service. All such monies shall be due and payable to Purchaser in accordance with Section 5.2 through Section 5.5.
Termination of Transition Services. (a) The Buyer may terminate this Agreement by providing the Seller and the Parent with at least 10 days’ prior written notice, which notice must specify the date on which the Transition Services are to be terminated; provided, that the Buyer will be liable for any and all of the Expenses incurred in connection with the Transition Services prior to the effective date of such termination.
(b) The Buyer may from time to time elect to terminate some of the Transition Services by providing the Seller and the Parent with at least 10 days’ prior written notice, which notice must specify which of the Transition Services are to be terminated (the “Terminated Services”) and the date on which the Terminated Services are to be terminated; provided, that the Buyer will be liable for any and all of the Expenses incurred in connection with the Terminated Services prior to the effective date of such termination. The termination of the Terminated Services will not affect this Agreement with respect to any Transition Services not terminated under this Section 5(b).
(c) Upon the breach of the Buyer’s obligations under Section 4 hereof, the Seller and the Parent may, upon 10 days’ prior written notice to the Buyer, terminate this Agreement without any further obligation or liability to the Buyer; provided, that the Buyer may cure any defaults under Section 4 during such 10-day period. If the Seller and the Parent terminate this Agreement pursuant to this Section 5(c), the Buyer will be liable for any and all of the Expenses incurred prior to the effective date of such termination.
Termination of Transition Services. The Consulting Term will end prior to December 31, 2015 upon the occurrence of any of the following events:
i. The Company terminates the Consulting Services for any reason other than for Cause (as defined in the Severance Plan) and other than for Disability (as defined in the Company’s Amended and Restated 2010 Long-Term Equity Compensation Plan), which the Company may do at any time;
ii. The Company, by written notice to Executive, terminates the Consulting Services due to Executive’s Disability (as defined in Section 2.c.i.).
iii. The Company terminates the Consulting Services for Cause (as defined in the Severance Plan).
iv. Executive dies.
v. Executive voluntarily terminates the Consulting Services for any reason, which Executive may do at any time with at least 30 days’ advance notice to the Company.
Termination of Transition Services. Buyer or its Affiliate may terminate any of the Transition Services (or any part of them) and the Employee Transition Period or Transition Period, as applicable, upon three (3) days prior written notice to Seller. Seller shall have the right to terminate the Transition Services (or any part of them) immediately and without prior notice in the event Buyer or its Affiliate, as applicable, does not timely reimburse Seller for the provision of Transition Services pursuant to the above provisions of this Section 6.10, which goes uncured for ten (10) days following notice to Buyer or its Affiliate of such nonpayment.
Termination of Transition Services. The Company may terminate this Agreement at any time for cause which shall be limited to either (i) the conviction of Executive of a felony which has a substantial effect on the Company’s business or reputation, (ii) the continual and repeated failure of Executive to perform the services required of him hereunder, after written notice of the alleged failures and an opportunity to cure has been given, or (iii) a breach by Executive of any other agreement between Executive and Company or its affiliates.
