Termination Transition. If as a result of a Force Majeure Event, GSK is unable to fully perform its obligations for a period of three (3) months, Prometheus shall have the right to terminate this Agreement upon thirty (30) days prior notice to GSK thereafter. In the event Prometheus terminates this Agreement as provided in this Section 13.2 and provided Prometheus reimburses GSK for all amounts due and payable pursuant to this Agreement, including those amounts due under Section 2.6, GSK agrees to use commercially reasonable efforts in a manner consistent with Section 4.6(a) and mutually agreed by the Parties to assist Prometheus with transfer of the manufacture of the API and the Products to any other facility or facilities selected by Prometheus, in its sole discretion.
Termination Transition. In connection with the expiration or termination of this Agreement and any applicable Schedule prior to completion of Services, Supplier will comply with Aetna’s reasonable directions to effect the orderly transition and migration to Aetna or Aetna’s designee from Supplier of all Services then being performed by Supplier or which Supplier is then responsible for performing under the Agreement or applicable Schedule (the “Termination Transition”). Supplier will assist in the Termination Transition for a period mutually agreed upon in writing by Aetna and Supplier. Aetna’s designee and its employees and agents will cooperate in good faith with Supplier in connection with Supplier’s obligations under this section and Aetna’s designee will perform its obligations under any approved transition plan developed by Aetna. Supplier will develop and submit to Aetna for approval a transition plan setting forth the respective tasks to be accomplished by each party in connection with the orderly transition and a schedule pursuant to which the tasks are to be completed.
Termination Transition. In connection with the expiration or termination of this Attachment and any applicable Schedule prior to completion of Services, Supplier will comply with Aetna’s reasonable directions to effect the orderly transition and migration of Aetna Data or the Program to Aetna or Aetna’s designee from Supplier of all Services then being performed by Supplier or which Supplier is then responsible for performing under this Attachment or any Schedule (the “Termination Transition”). Supplier will assist in the Termination Transition for a period mutually agreed upon in writing by Aetna and Supplier. Aetna, Aetna’s designee and its employees and agents will cooperate in good faith with Supplier in connection with Supplier’s obligations under this section and Aetna’s designee will perform its obligations under any approved transition plan developed by Aetna. Supplier will develop and submit to Aetna for approval a transition plan setting forth the respective tasks to be accomplished by each Party in connection with the orderly transition and a schedule pursuant to which the tasks are to be completed.
Termination Transition. The starting date of the Termination Transition will be discussed by the PARTIES after one of them notifies the other that it does not wish to extend this Agreement any further, or intends to rescind it. Under any circumstances whatsoever, this date may not be established after the end of the prior notification period of 3 (three) months stipulated in Clause 8.l.
Termination Transition. Upon delivery of a Notice of Termination pursuant to Section 9.2 (except as a result of an event specified in Section 9.2.6) or a written notice pursuant to Section 9.3.1 or 9.3.2, at Kmart's option, a termination transition period (the "Termination Period") shall begin. Upon delivery of a written notice pursuant to Section 9.3.3, a 12-month Termination Period shall begin. The Termination Period shall extend for the period reasonably determined by Kmart, such period not to exceed twenty (24) months following delivery of a Notice of Termination or a written notice pursuant to Section 9.3.1 or 9.
Termination Transition. In the event of termination of the FUI Feature for cause by ADP, ADP will use reasonable efforts, in cooperation with Client, to convert the provision of the then continuing Covered Services to ADP’s standard security authentication systems, but ADP will not be responsible for any consequences or damages to Client resulting from unavailability of the Covered Services to Client or Participants while such reasonable efforts are being made by ADP. In addition to any other termination rights under the Agreement, ADP may terminate this FSSO Amendment upon sixty (60) days prior written notice to Client in the event that ADP will no longer be supporting the ADP Services generally for clients. Attachment 1 to Annex V Attributes requested in the Assertion Process: XXXX Attribute Name Description Format Type Notes
Termination Transition. If as a result of the conditions referred to in Section 12.1, the Supplier is unable to fully perform its obligations for a period of ninety (90) days, the Purchaser shall have the right to terminate this Agreement upon thirty (30) days prior notice to the Supplier. In the event the Purchaser terminates this Agreement as provided in this Section 12.2, the Supplier agrees to use Commercially Reasonable Efforts to assist the Purchaser to transfer the Manufacture of the Products to any other facility or facilities selected by the Purchaser, in its sole discretion.
Termination Transition. In the event a Notice of Termination is given pursuant Article 11.1, 11.2 (and deficiencies are not cured), 11.3 or 11.4, Exelon shall continue to provide, for a period of at least 180 days and up to 2 years, at the election of PS, the full complement of personnel, services and Additional Services which were being supplied prior to the Notice of Termination. (The “Termination Transition Period”) Exelon shall cooperate fully with PS and provide assistance in training and qualifying replacement personnel to assume management responsibilities at the PS Nuclear Facilities during the Termination Transition Period. PS shall notify Exelon of the duration of the Termination Transition Period with 90 days of a Notice of Termination under Article 11. If PS determines that additional time is necessary to complete required activities during the Termination Transition Period, such period shall be extended at the election of PS for a period no more that 12 months from the date the Termination Transition Period would otherwise end, provided that PS gives Exelon at least 90 days notice of its intent to extend such Period prior to the expiration of the Termination Transition Period. During the Termination Transition Period, including any extension, the non-solicitation provision of the Confidentiality Agreement between Exelon and PS dated August 12, 2004 shall not apply to Exelon personnel providing On-Site Operating Services, and PS may offer employment to these Exelon personnel. Except as modified herein, all other terms of said Agreement shall remain in full force. PS may identify additional Exelon personnel to which it wishes to offer employment, and Exelon may, in its discretion, waive its non-solicitation rights. Exelon agrees not to enter into or to waive any legally binding arrangements with any such personnel which would have the effect of restricting them from accepting employment with PS. During the Termination Transition Period, Exelon shall continue to receive compensation and Payment in accordance with Article 5 hereof.
Termination Transition. In connection with any termination or expiration of this Agreement or Client’s termination of use of Services as provided for in this Agreement, if requested by Client in its sole discretion, and at Client’s sole expense, including those items at the charges set forth in Schedule D or as agreed by the Parties, Marqeta will provide all assistance that Client and any successor provider of services may reasonably require in connection with the Transition of any and all Accounts then processed by Marqeta (the “Transition Services”). If Client elects to receive Transition Services, Marqeta will do the following:
i. Marqeta shall make available to such successor provider the information or data Marqeta possesses regarding Client’s Cardholders and any and all Client Accounts then processed by Marqeta together with adequate instructions concerning the format and means of accessing such information. Without limiting the foregoing, Marqeta shall provide to a successor provider an explanation of the data layout and fields in the master file tapes containing Client’s Account data, test tapes containing appropriate test data for use in preparing for the Transition, and, at the date of Transition, master file tapes containing all of Client’s Account data together with an explanation of any changes in the data layout and fields therein that have occurred since Marqeta first provided such information to the successor provider.
ii. On or before the expiration or termination of the Term, if Client elects to receive Transition Services, Client shall provide written notice to Marqeta designating a date for initiation of the process for planning and undertaking a Transition, and Client and Marqeta will negotiate in good faith to establish the appropriate date for completion of Transition. Such negotiations will take into account (1) the availability of Marqeta Personnel, (2) Marqeta’s existing commitments to other Marqeta customers to undertake activities requiring the use of significant amounts of Marqeta resources, such as other customer implementations and Transitions, and (3) Marqeta’s reasonable programming blackout periods that apply to other Marqeta customers. The proposed date for completion of Transition shall be no fewer than one hundred eighty (180) days following said written notice, but in no event shall be prior to the last day of the Term. Notwithstanding any provision herein to the contrary, this Agreement shall continue on the same commercial terms and conditi...
Termination Transition. In the event the Hosting Services defined in this Attachment F are terminated, TRX shall provide AMEX up to * days of transition assistance in accord with the provisions of Section 6(d) of the Agreement.
