Termination Transition Services Sample Clauses

Termination Transition Services. Contractor must assist the County in transitioning from the Solution by providing Transition Services, as provided below. Upon the expiration or termination of this Contract, the County may require Contractor to provide Services in the form of Optional Work to assist the County to transition System operations from Contractor to the County or the County’s designated third party (“Transition Services”). Upon the County’s request for Transition Services, the County and Contractor agree to negotiate in good faith the scope of work and the price for such Transition Services. Contractor agrees that if the County terminates this Contract for any breach by Contractor or for insolvency of Contractor, Contractor must perform all Transition Services as required by the County at no cost to the County. Contractor must provide the County with all the Transition Services as provided in this Paragraph
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Termination Transition Services. ‌ Contractor agrees that in the event of any termination of the Contract, including expiration, breach thereof by either party, or for any other reason, Contractor must fully cooperate with the County in the transition of Services by the County to a successor Contractor prior to the termination date, which date shall be solely determined by the County. The transition period shall be of sufficient length to ensure the Department or a successor Contractor, as applicable, can perform uninterrupted delivery of Services. During the transition, Contractor must work with the successor Contractor to ensure the continuation of uninterrupted Service delivery. Contractor must provide transition services at its own expense.
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Termination Transition Services. 9.8.1 Contractor shall assist County in transitioning from the Solution by providing certain transition services, as provided below. 9.8.2 Upon the expiration or termination of this Agreement, County may require Contractor to provide services in the form of Optional Work to assist County to transition Solution operations from Contractor to County or County's designated third party (“Transition Services”). Upon County's request for Transition Services, County and Contractor agree to negotiate in good faith the scope of work and the price for such Transition Services. Contractor agrees that in the event that County terminates the Agreement for breach by Contractor pursuant to Sub-paragraphs 9.2 or 27, Contractor shall perform all of the Transition Services set forth in this Sub-paragraph
Sample 1
Termination Transition Services. Commencing upon any notice of termination or non-renewal of this Agreement, SunGard shall provide to Customer, for a period of up to six (6) months, the reasonable termination/expiration assistance requested by Customer to allow the System and System Services to continue without interruption and to facilitate the orderly transfer of the System and System Services to Customer ("Termination Transition Services"). Termination Transition Services will be provided on a time and materials basis based on the SunGard Standard Professional Fees then in effect;. SunGard shall provide all reasonable information and assistance necessary to permit the transition of the System and System Services and functions being performed by SunGard to Customer. Without limiting the foregoing, SunGard shall: (a) Assist Customer in developing a plan for transitioning the System and System Services back to Customer; (b) Assist Customer in notifying relevant third parties of the procedures to be followed prior to and during the transition; (c) Assist Customer with the turnover of operational responsibility, including reasonable assistance and cooperation in the exercise of parallel operations, monitoring, and testing; and (d) After turnover of operational responsibility, provide assistance as reasonably requested by Customer to assure continuity of service during the balance of the period during which Termination Transition Services are to be provided.
Sample 1
Termination Transition Services. (a) Upon termination of this Agreement, AHS shall cooperate with Hemostemix, as reasonably requested and Hemostemix's sole cost and expense, to provide for the orderly cessation or completion of the Services provided under this Agreement. (b) If either Party terminates this Agreement pursuant to this Section 10, then the Parties' obligations with respect to manufacturing and supply of Products hereunder shall continue, unless earlier terminated by Hemostemix, for a period of six (6) months from the initial Termination Date, or until Hemostemix can obtain commercial supply of the Products from another source, whichever is earlier at which point AHS shall have no further obligation to continue to manufacture the Products. (c) Upon the termination of this Agreement or any notice of the future termination of this Agreement pursuant to this Section 10, then AHS shall use it commercially reasonable best efforts to transition the Services to a Third Party designated by Hemostemix prior to cessation of supply by AHS. (d) For the avoidance of doubt the costs for any transition of the Services to a Third Party shall be borne solely by Hemostemix, unless otherwise specified in or pursuant to this Agreement
Sample 1
Termination Transition Services. A. If at any time during the term of this Agreement, either party considers terminating the Agreement, such party shall give the other party written notice that it is considering such action, which B. In the event of a breach by Client of the payment terms set forth in Paragraph 16 of this Agreement, Aramark shall give Client written notice specifying the amount of such breach, and Client shall have thirty (30) days within which to cure such breach. If the breach is not cured within that time, Aramark shall have the right to then terminate this Agreement by giving Client thirty (30) days’ written notice of its intention to terminate. C. In the event of a material default in the performance of the Agreement, the Party claiming such failure shall give the other Party written notice of such material default. If the failure has not been corrected within thirty (30) days from such notice (or, with respect to default in payment, within thirty (30) days from such notice), the non-defaulting party may terminate the applicable the Agreement effective ten (10) days after the end of said period. For purposes of clarity, this right to termination is separate and in addition to the Material Breach standard required for the exception to buyback protection of the 2022 Reimbursable Grant and Financial Commitment set forth in Paragraph 15 above. D. Upon the termination or expiration of the Agreement, Aramark shall, as soon thereafter as is feasible, but in no event later than thirty (30) days after the effective date of termination or expiration of the Agreement, vacate all parts of the Premises occupied by Aramark, remove its equipment (if applicable) and return the Facilities to Client, together with all the equipment furnished Client pursuant to the terms of the Agreement, in the same condition as when originally made available to Aramark, excepting reasonable wear and tear, fire and other casualty loss.
Sample 1
Termination Transition Services. (a) Your status as an officer and employee of the Company will end on May 31, 2006 ("End Date"), without the requirement of any further action by you or the Company. (b) From the Effective Date until the End Date (the "Transition Period"), you agree to assist the Board of Directors of the Company (the "Board") in effecting an orderly transition of the management of the Company in the manner directed by the Board (the "Transition Services"). You understand and agree that, effective as of May 1, 2006, the Company will employ the individual who is intended by the Board to serve as interim Chief Executive Officer following the End Date, and that, as part of the Transition Services, you agree to cooperate with such individual in effecting the management transition and in transferring the duties and responsibilities of the Chief Executive Officer to such individual. Subject to the foregoing, you shall continue to act during the Transition Period as the Chief Executive Officer of the Company and, in such capacity and as part of the Transition Services, shall be responsible for, among other things, the timely filing on behalf of the Company of all periodical filings due under the Securities Exchange Act of 1934, as amended, including the applicable certifications as Chief Executive Officer required under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 in connection with the filing of the Company's Form 10-Q for the first quarter of 2006 and the Company's Form 10-K/A for 2005.
Sample 1

Related to Termination Transition Services

  • Transition Services The Purchasers will provide to the Sellers termination assistance as reasonably requested in order to provide an orderly transition following the termination of the Agreement (or any portion thereof), and the Sellers will provide to the Purchasers reasonable cooperation and assistance in connection therewith. In connection with this transition assistance, the Purchasers and Sellers will reasonably cooperate in the transition of the Services from the Purchasers to any Replacement Provider. With respect to the Serviced Appointments subject to termination, the Sellers shall provide the Purchasers with notice of the effective date (each, a “Transition Effective Date”) of the transition of the Services to a Replacement Provider. Notwithstanding any termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to the Serviced Appointments subject to termination, the rights and obligations of the parties under the Servicing Agreement shall remain in effect until the applicable Transition Effective Date.

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • Termination Assistance Services Following the termination of this Agreement and/or any Ordering Document, the Parties may agree for Axway to provide transition services pursuant to a duly executed SOW, during which time this Agreement will continue in full force and effect solely to the extent necessary to allow such transition services to be performed. Axway agrees that the costs for any such services shall be comparable to the fees charged to other customers for similar types of services.

  • Consultation Services The company hereby employs the consultant to perform the following services in accordance with the terms and conditions set forth in this agreement: The consultant will consult with the officers and employees of the company concerning matters relating to the management and organization of the company, their financial policies, the terms and conditions of employment, and generally any matter arising out of the business affairs of the company.

  • Acquisition Services (i) Serve as the Company’s investment and financial advisor and provide relevant market research and economic and statistical data in connection with the Company’s assets and investment objectives and policies; (ii) Subject to Section 4 hereof and the investment objectives and policies of the Company: (a) locate, analyze and select potential investments; (b) structure and negotiate the terms and conditions of transactions pursuant to which investments in Properties, Loans and other Permitted Investments will be made; (c) acquire, originate and dispose of Properties, Loans and other Permitted Investments on behalf of the Company; (d) arrange for financing and refinancing and make other changes in the asset or capital structure of investments in Properties, Loans and other Permitted Investments; and (e) enter into leases, service contracts and other agreements for Properties, Loans and other Permitted Investments; (iii) Perform due diligence on prospective investments and create due diligence reports summarizing the results of such work; (iv) Prepare reports regarding prospective investments that include recommendations and supporting documentation necessary for the Directors to evaluate the proposed investments; (v) Obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of contemplated investments of the Company; (vi) Deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the Company’s investments; and (vii) Negotiate and execute approved investments and other transactions, including prepayments, maturities, workouts and other settlements of Loans and other Permitted Investments.

  • Implementation Services Vendor shall provide the Implementation Services, if any, described in Exhibit A. The Services Fees for any Implementation Services shall be described in Exhibit A.

  • Disposition Services The Manager shall: (i) evaluate and approve potential asset dispositions, sales, or liquidity transactions; and (ii) structure and negotiate the terms and conditions of transactions pursuant to which the assets of the Company may be sold.

  • Education services 1.1 Catholic education is intrinsic to the mission of the Church. It is one means by which the Church fulfils its role in assisting people to discover and embrace the fullness of life in Xxxxxx. Catholic schools offer a broad, comprehensive curriculum imbued with an authentic Catholic understanding of Xxxxxx and his teaching, as well as a lived appreciation of membership of the Catholic Church. Melbourne Archdiocese Catholic Schools Ltd (MACS) governs the operation of MACS schools and owns, governs and operates the School. 1.2 Parents and guardians, as the first educators of their children, enter into a partnership with the Catholic school to promote and support their child’s education. Parents and guardians must assume a responsibility for maintaining this partnership by supporting the school in the provision of education to their children within the scope of School's registration and furthering the spiritual and academic life of their children.

  • Transitional Services Upon cancellation, termination, or expiration of the Contract for any reason, the Contractor shall provide reasonable cooperation, assistance and Services, and shall assist the Department to facilitate the orderly transition of the work under the Contract to the Department and/or to an alternative contractor selected for the transition upon written notice to the Contractor at least thirty (30) business days prior to termination or cancellation, and subject to the terms and conditions set forth in the Contract.

  • TERMINATION OF EFT SERVICES You may terminate this Agreement or any EFT service under this Agreement at any time by notifying us in writing and stopping your use of your card and any access code. You must return all cards to the Credit Union. You also agree to notify any participating merchants that authority to make xxxx payment transfers has been revoked. We may also terminate this Agreement at any time by notifying you orally or in writing. If we terminate this Agreement, we may notify any participating merchants making preauthorized debits or credits to any of your accounts that this Agreement has been terminated and that we will not accept any further preauthorized transaction instructions. We may also program our computer not to accept your card or access code for any EFT service. Whether you or the Credit Union terminates this Agreement, the termination shall not affect your obligations under this Agreement for any electronic transactions made prior to termination.