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. 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 9.3.2. In the case of a termination pursuant to Section 9.3 (except a termination pursuant to 9.3.3), the Termination Period shall be the twelve (12) month notice period contemplated by Sections 9.3.1 and 9.3.2 and an additional wind down period reasonably determined by Kmart, such additional wind down period not to exceed twelve (12)
Termination Transition. 10.1. 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. 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 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 Information Collected as Part of the Assertion Message: Client/Company Client Specific Federation URL User code (Person Immutable ID) Service Feature (target application): Attributes requested in the Assertion Process: XXXX Attribute Name Description Format Type Notes Person Immutable ID Immutable employee X(100) String Must be between 1 and 100 alphanumeric characters. Must not be government issued identifier Must be immutable and must never be changed or reused. Must not be null Required on all FUI sent to ADP.
Termination Transition. At the discretion of GMX, but no longer than thirty (30) Calendar Days from the effective date of termination, the Consultant shall provide reasonable cooperation in the transition of its responsibilities.
Termination Transition. (a) Upon termination of this Agreement pursuant to Section 12, Project Co shall forthwith cease performance of the O&M Interim Services in a proper and orderly manner and, subject to, and without derogating from, Project Co’s rights and obligations under and pursuant to the Project Agreement, within five Business Days, Project Co shall vacate the Interim Maintenance Sections and remove therefrom in a proper and orderly manner all waste materials and site accommodation, plant and machinery used in or arising out of the O&M Interim Services, and shall leave the Site in a clean, tidy and safe condition.
