Common use of Termination of Transition Services Clause in Contracts

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 personnel that are necessary or advisable for the Newco Entities or their respective designee(s) to provide and use the Transition Services should Xxxxxx become incapable of providing one or more of the Transition Services.

Termination of Transition Services. At the Newco Entities’ request, Knight’s request upon the termination of any Transition given 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 Knight in order to effect an orderly, continuous and seamless transition of the Newco Entities Knight from the affected Transition Service(s) to a new vendor or provider and to prevent Service 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 Knight in writing and Newco Knight 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 EntitiesKnight, the right for any of the Newco Entities Knight 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 Knight and any new or additional vendor(s) or service provider(s) that such Newco Entity Knight 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 given 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 Knight all rights necessary to take possession or control of tangible and intangible property and FCM Business personnel owned or used by Xxxxxx, including including, without limitation, software (including including, without limitation, source code and object code), Intellectual Property, hardware and personnel that are necessary for Knight or advisable for the Newco Entities or their respective its designee(s) to provide and use the Transition Services should Xxxxxx become incapable of providing one or more of the Transition Services.

Termination of Transition Services. At Any specific Transition Service may be terminated by Recipient in accordance with this Section 6(b) or by either party in accordance with Section 6(c). The termination of any particular Transition Service in accordance with this Section 6(b) shall not terminate any other Transition Service or any Special Project or terminate this Agreement with respect to any other Transition Service or Special Project. Whenever Recipient desires to terminate a Transition Service, for any reason or no reason, Recipient shall provide to Provider not fewer than thirty (30) days, or such greater number of days as may be designated on Schedule 2(a)(i) with respect to any Scheduled Service, prior to the Newco Entities’ requestproposed termination date, upon written notice describing the Transition Service to be terminated and the termination date. Upon such termination date, charges for such terminated Transition Service shall cease to accrue, but Recipient shall continue to be responsible for the costs of any other services being provided hereunder, including, without limitation, the cost of all Transition Employees who continue to be employed following the termination of any such Transition Service or portion thereof Service, subject to Provider's obligation to manage the number of Transition Employees as described herein. It is expressly understood that so long as the required notice is given in accordance with this Section 6(b), Recipient Transition Group shall have no obligation to pay for any reason"early-termination" or "kill fee" costs or expenses payable to third parties (including, Xxxxxx shall extend the provision without limitation, Subcontractors and independent contractors) or incurred internally by Provider as a result 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 this Section 4(a6(b) or the termination, diminishment or other modification of this Agreementservices or equipment provided to Provider by a third party, or as otherwise agreed to which costs would have been incurred by Provider upon the Parties in writing. Termination disposition of the Business if no 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 were provided. No 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) Service shall in any way affect Provider's obligation to provide or portion thereof make available any other service provided or required pursuant to this Agreement or Recipient's obligation to pay for the same, all in accordance with the terms and conditions set forth in of 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 personnel that are necessary or advisable for the Newco Entities or their respective designee(s) to provide and use the Transition Services should Xxxxxx become incapable of providing one or more of the Transition Services.