Transfer of Leases, Licenses, and Contracts. Effective as of the date of termination, Contractor, at its expense, shall use commercially reasonable efforts to convey or assign to the State (or its designee) such leases, licenses, and other contracts as the State may, in its sole discretion, select from among those directly associated with the use of properties, Software, or other goods or services by Contractor that were specifically obtained, licensed or purchased in order for the State to obtain Services. Notwithstanding anything to the contrary in this Contract, Contractor shall be responsible for the satisfaction and performance of all obligations (including all financial obligations) under any such leases, licenses, and other contracts that may be assigned or conveyed to the State (or its designee) with respect to periods prior to the date of any such conveyance or assignment.
Transfer of Leases, Licenses, and Contracts. Effective as of the Expiration or Termination Date, Vendor, at the County’s expense, shall convey or assign to the County (or its designee) such leases, licenses, and other contracts as the County may, in its sole discretion, select from among those associated with the use of properties, equipment, Assets, Software, or other goods or services by Vendor or any other Person to facilitate or enable the performance of the Services or the use, operation, support, or maintenance of the Systems. Notwithstanding anything to the contrary in this Section or elsewhere in this Agreement, Vendor shall be responsible for the satisfaction and performance of all obligations (including, without limitation, all financial obligations) under any such leases, licenses, and other contracts that may be assigned or conveyed to the County (or its designee) pursuant to this Section with respect to periods prior to the date of any such conveyance or assignment.
Transfer of Leases, Licenses, and Contracts. Vendor shall indemnify, defend and hold the County Indemnitees harmless from and against, and reimburse the County for any and all Losses due to claims by third parties resulting from (a) any failure of Vendor to perform its obligations with respect to periods on or after the date of assignment or conveyance under leases, licenses and contracts assigned or conveyed to Vendor pursuant to Section 2, and
Transfer of Leases, Licenses, and Contracts. Contractor, at its expense, shall convey or assign to County or its designee such fully-paid leases, licenses, and other contracts used by Contractor, County, or any other Person in connection with the Disentangled Services, as County may select, when such leases, licenses, and other contracts have no other use by Contractor. Contractor’s obligation described herein, shall include Contractor’s performance of all obligations under such leases, licenses, and other contracts to be performed by it with respect to periods prior to the date of conveyance or assignment and Contractor shall reimburse County for any losses resulting from any claim that Contractor did not perform any such obligations.
Transfer of Leases, Licenses, and Contracts. Provider shall convey or assign to the State, or its designee, by written assignment in a form approved by the State, such leases, licenses, and other contracts used by Provider, the State, or any other Person in connection with those assets used exclusively for the provision of Services to the State under this Agreement, including Assigned Leases and Assigned Contracts that continue in effect.
Transfer of Leases, Licenses, and Contracts. Effective as of the Expiration Date, Provider, at Client’s expense, shall convey or assign to Client (or its designee) such leases, licenses, and other contracts as Client may, in its sole discretion, select from among those associated with the use of properties, equipment, Software, or other goods or services by Provider or any other Person to facilitate or enable the performance of the Services or the use, operation, support, or maintenance of the Systems. Notwithstanding anything to the contrary in this Section or elsewhere in this Agreement, Provider shall be responsible for the satisfaction and performance of all obligations (including all financial obligations) under any such leases, licenses, and other contracts that may be assigned or conveyed to Client (or its designee) pursuant to this Section with respect to periods prior to the date of any such conveyance or assignment.
Transfer of Leases, Licenses, and Contracts. Contractor, at its expense, shall convey or assign to the County or its designee such leases, licenses, and other contracts used by Contractor, the County or its designee, or any other Person in connection with the Terminated Services, as the County may select; provided, however, that the Contractor shall convey or assign, and the County or its designee shall accept the conveyance or assignment, of all Desktop Framework Assets at their Net Book Value. Contractor’s obligation under this Section 6.3.7 shall include Contractor’s performance of all obligations under such leases, licenses, and other contracts to be performed by it with respect to periods prior to the date of conveyance or assignment and Contractor shall reimburse the County for any Losses resulting from any claim that Contractor did not perform any such obligations.
Transfer of Leases, Licenses, and Contracts. Vendor shall indemnify, defend and hold the Client Indemnitees harmless from and against, and reimburse the Client for any and all Losses due to claims by third parties resulting from (a) any failure of Vendor to perform its obligations with respect to periods on or after the date of assignment or conveyance under leases, licenses and contracts assigned or conveyed to Vendor hereunder, and (b) any failure of Vendor to perform its obligations with respect to periods prior to the date of assignment or conveyance under leases, licenses and contracts assigned or conveyed to the Client pursuant to Section 15.4.6.
Transfer of Leases, Licenses, and Contracts. Subject to the provisions of Section 22.4, Vendor shall indemnify, defend and hold the Client Indemnitees harmless from and against, and reimburse the Client for any and all Losses due to claims by third parties resulting from (a) any failure of Vendor to perform its obligations with respect to periods on or after the date of assignment or conveyance under leases, licenses and contracts assigned or conveyed to Vendor hereunder, and (b) any failure of Vendor to perform its obligations with respect to periods prior to the date of assignment or conveyance under leases, licenses and contracts assigned or conveyed to the Client pursuant to Section 15.4.6.
Transfer of Leases, Licenses, and Contracts. Contractor, at its expense, shall convey or assign to SANDAG or its designee such leases, licenses, and other contracts used by Contractor, SANDAG, or any other person in connection with the services, as SANDAG may select, when such leases, licenses, and other contracts have no other use by Contractor. Contractor’s obligation described herein, shall include Contractor’s performance of all obligations under such leases, licenses, and other contracts to be performed by it with respect to periods prior to the date of conveyance or assignment and Contractor shall reimburse SANDAG for any losses resulting from any claim that Contractor did not perform any such obligations.
