Termination Transition Assistance. Immediately following termination, as applicable, Agent shall transfer to Accuray upon Accuray's request: Accuray's parts inventory, which Accuray will repurchase at its original cost; any regulatory clearances, licenses or permits obtained for conduct of the business in Territory; any Confidential Information; and other items as will be negotiated in good faith between the parties. Furthermore, the parties agree to cooperate fully with the other for any reasonable transition assistance required in the case of termination or expiration of this Agreement. Q: Check with Xxxx X. re storage/stocking of spare parts by Agent.
Termination Transition Assistance. In the event of a termination for convenience or for cause by either BCE Nexxia or Clearwire pursuant to Section 4.1, BCE Nexxia shall provide Termination Transition Assistance accordance with the provisions hereof, including the preparation of one or more plans in respect thereof which shall include, without limitation, the transfer of possession or assignment of any Take Back Service Elements pursuant to Section 2.8. The Parties shall act in good faith and reasonably and shall develop and implement transition plan(s); with the intent to reduce the likelihood of any material adverse impact to End Users, including suspension of VoIP Services to End Users or degradation in the Services. For greater certainty, BCE Nexxia shall not be required and Clearwire shall not be authorized, as part of Termination Transition Assistance, to respectively provide or seek the removal of any BCE Nexxia Deployed IP when such BCE Nexxia Deployed IP was deployed in Canada prior to the commencement of a Termination Transition Period.
Termination Transition Assistance. The Manager shall receive payment of a cash fee for any time spent providing Post-Termination Transition Assistance in an amount equal to $500 per hour.
Termination Transition Assistance. (a) The term of this Agreement shall commence on the Effective Date and continue for a period of one (1) year (the “Initial Term”), unless earlier terminated as provided herein. Following the Initial Term, this Agreement shall renew automatically for successive one (1) year periods upon the same terms and conditions (each, a “Renewal Term”). The Initial Term and any Renewal Term(s) are hereinafter collectively referred to as the “Term.”
Termination Transition Assistance. Notwithstanding any Section of this Agreement to the contrary, it is understood that upon expiration or earlier termination of the Agreement, the Sites will be transitioned from being serviced by Core-Mark to being serviced by one or more other wholesalers and that such transition cannot occur on the termination date. Therefore, at the end of the Term or the earlier termination of this Agreement, Core-Mark shall continue servicing the Sites under the terms of this Agreement for a period of up to [***] months following the end of the Term or the date of termination. Core-Mark shall coordinate with Customer and the replacement wholesaler(s) on a transition schedule and Customer and Core-Mark shall work in a good faith and in a cooperative manner with each other and the replacement wholesaler(s) to transfer the Sites in an efficient and smooth manner. In connection with such transition, Core-Mark shall, if requested by Customer, arrange a transfer of Customer’s imported items, custom products and Customer Items (each, as defined in Exhibit A) that are in Core-Mark’s warehouses at time of transition. To the extent such Products were purchased by Core-Mark (as opposed to owned by Customer and stored at Core-Mark’s warehouse), Customer will pay for such items or arrange for the replacement wholesaler(s) to buy such Products, at a price equal to the cost Core-Mark paid for those items plus any third-party shipping or handling expense incurred by Core-Mark in the transfer of such items. For any Products purchased and owned by Customer, Customer or the replacement wholesaler(s)shall be responsible for any third-party shipping and handling expense incurred by Core-Mark in the transfer of such items.
Termination Transition Assistance. Immediately following termination, Distributor shall transfer to Accuray: Accuray's parts inventory; any license or permit obtained for conduct of the business in Japan; any Confidential Information and other items as will be negotiated in good faith between the parties. Furthermore, the parties agree to cooperate fully with the other for any reasonable transition assistance required in the case of termination or expiration of this Agreement.
Termination Transition Assistance. (a) If requested by Service Recipient, prior to the termination or expiration of this Agreement or any Service, Service Provider shall provide termination assistance services to assist Service Recipient in transitioning the IT Services to Service Recipient or a successor service provider ("Termination Transition Assistance") as a Project Service pursuant to Section 1.01(b). For the avoidance of doubt, Service Provider shall not be obligated to provide Termination Transition Assistance following the expiration of the Term.
Termination Transition Assistance. Immediately following termination, as applicable, Distributor shall transfer to Accuray upon Accuray's request: Accuray's parts inventory, which Accuray will repurchase at its original cost; any regulatory clearances, licenses or permits obtained for conduct of the business in Territory; any Confidential Information; and other items as will be negotiated in good faith between the parties. Furthermore, the parties agree to cooperate fully with the other for any reasonable transition assistance required in the case of termination or expiration of this Agreement.
Termination Transition Assistance. Notwithstanding anything to the contrary set forth in this Agreement or otherwise, upon expiration or termination of this Agreement, and in addition to any rights MBUSA may have under Section 14(e), but subject to Section 2(i)(i), MBUSA shall have the right to continue to use the HTI Telematics Communicators installed in Enabled Vehicles prior to the expiration of the Term perpetually and have HTI provide the telematics services in accordance with this Agreement to such Enabled Vehicles (and to any Enabled Vehicles containing Other Telematics Communicators as well as any LCT Enabled Vehicles containing LCT Communicators) and to MCG Vehicles produced after the expiration of the Term, in each case, for *** from such date of expiration or termination (the “Post-Termination Transition Assistance Period”), with all such telematics services to be provided *** to be negotiated in good faith at such time and with HTI’s obligations being subject to MBUSA having procured all third party rights necessary for HTI to provide services to MCG Vehicles produced after the expiration of the Term. ***. The terms and conditions of this Agreement shall be deemed to survive any expiration or termination of this Agreement for the purpose of governing the provision of Post-Termination Termination Assistance.
Termination Transition Assistance
