Transfer of Responsibility on Expiry or Termination Sample Clauses

Transfer of Responsibility on Expiry or Termination. 15.1 The Contractor shall, at no cost to the Department, promptly provide such assistance and comply with such timetable as the Department may reasonably require for the purpose of ensuring an orderly transfer of responsibility upon the expiry or other termination of this Contract. The Department shall be entitled to require the provision of such assistance both prior to and, for a reasonable period of time after the expiry or other termination of this Contract. 15.2 Such assistance may include (without limitation) the delivery of documents and data in the possession or control of the Contractor which relate to this Contract, including the documents and data, if any, referred to in the Schedule. 15.3 The Contractor undertakes that it shall not knowingly do or omit to do anything that may adversely affect the ability of the Department to ensure an orderly transfer of responsibility.
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Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider that a transfer of responsibility in respect of Project Activities, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during or in anticipation of the cessation of the Project, and/or upon the expiry or termination of this Agreement, you shall at no additional cost to us promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we may reasonably require for the purpose of ensuring an orderly transfer of responsibility. We shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall direct. 32.2 The assistance referred to in Clause 32.1 may include the delivery or destruction of documents and data in your possession or control which relate to the Grant or the Project. 32.3 On any transfer of responsibility, your employees who have been engaged in relation to the Project may have rights under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE and shall indemnify us against any losses, liabilities, claims, costs and expenses (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and including, the date when any such employees' contracts of employment are transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreement, the Project or the Grant and to any other body which substantially performs any of the functions similar to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this Agreement.
Transfer of Responsibility on Expiry or Termination. 8.8.1. The Parties agree that if upon termination of this Contract or any part of the Services being provided under this Contract, circumstances arise in which the Transfer of Undertakings (Protection of Employment) Regulations 2006 are applicable, the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of Appendix 4 so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 8.8.2. The Parties agree that on termination or expiry of this Contract for any reason, the continuity of the Services is of paramount importance. The Training Provider shall do its utmost to minimise disruption cause to Learners and to assist the implementation of any contingency plan proposed by CITB-ConstructionSkills either prior to or after the termination or expiry of this Contract, to deal with the effects of such termination or expiry in so far as it is practicable to do so. 8.8.3. The Training Provider shall, at no cost to CITB-ConstructionSkills, promptly provide such assistance and comply with such timetable as CITB- ConstructionSkills may reasonably require for the purpose of ensuring an orderly transfer of responsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. The Training Provider shall use all reasonable endeavours to ensure that its employees and any sub- contractors (without prejudice to the prohibition on sub-contracting the Services) are under a similar obligation. CITB-ConstructionSkills shall be entitled to require the provision of such assistance both prior to and after the expiry or other termination of this Contract. 8.8.4. The assistance described in Clause 8.8.3 may include (without limitation) delivery of documents and data in the possession or control of the Training Provider or its sub-contractors (without prejudice to the prohibition on sub- contracting the Services) which relate to the performance, monitoring, management and reporting of the Programme or Services, including the documents and data, if any, referred to in the Appendices. 8.8.5. The Training Provider undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of CITB-ConstructionSkills to ensure an orderly transfer of responsibility for the provision of the Services. 8.8.6. CITB-ConstructionSkills shall be entitled to withhold paymen...
Transfer of Responsibility on Expiry or Termination. 40.1 Upon the day which is six (6) months before the expiry of this Agreement, or as soon as the Operator is aware of the proposed termination of this Agreement but in any event within one (1) month of receipt of notice of termination, or of the provision by it of the Services or any part thereof, the Operator shall deliver an Exit Plan (which is acceptable to the Authority) and comply with the provisions of Schedule 8 (Exit Plan). 40.2 The Operator shall promptly provide such assistance and comply with such timetable as the Authority may reasonably require for the purpose of ensuring an orderly transfer of responsibility to the Authority or to a New Operator, as the Authority may determine in its sole discretion, upon the expiry or other termination of this Agreement. The Authority shall be entitled to require the provision of such assistance both prior to and, for a reasonable period of time after the expiry or other termination of this Agreement. 40.3 Such assistance may include (without limitation) the delivery of documents and the Authority's Data in the possession or control of the Operator which relate to this Agreement and the provision of assistance in relation to any negotiation with the proprietor of Third Party Software in respect of the provision of Third Party Software licences. The Operator shall comply with the requirements of Schedule 2 in relation to the collection and back-up of the Authority's Data and ensure that such copies are accurate and up-to-date and shall deliver the Authority's Data to the Authority or any third party designated by the Authority in such format as is reasonably specified by the Authority. 40.4 The Operator shall promptly and fully answer all reasonable questions about the Services which may be asked by the Authority for the purpose of adequately understanding the manner in which the Services have been provided. 40.5 Where Sub-Contracts have been entered into by the Operator for the sole purpose of providing the Services to the Authority, the Authority may require the Operator to use all reasonable endeavours to procure that those Sub-Contracts are assigned to the Authority or to a third party, as the Authority may determine in its sole discretion. 40.6 The Operator undertakes that it shall not, and will ensure that its Staff shall not, knowingly do or omit to do anything which may adversely affect the ability of the Authority to ensure an orderly transfer of responsibility of the Services. 41. FORCE MAJEURE
Transfer of Responsibility on Expiry or Termination. 15.1 The Contractor shall, at no cost to the Children’s Commissioner, promptly provide such assistance and comply with such timetable as the Children’s Commissioner may reasonably require for the purpose of ensuring an orderly transfer of responsibility upon the expiry or other termination of this Contract. The Children’s Commissioner shall be entitled to require the provision of such assistance both prior to and, for a reasonable period of time after the expiry or other termination of this Contract. 15.2 Such assistance may include (without limitation) the delivery of documents and data in the possession or control of the Contractor which relate to this Contract, including the Documentation and data, if any, referred to in Schedule 1 (Services). 15.3 The Contractor undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the Children’s Commissioner to ensure an orderly transfer of responsibility.
Transfer of Responsibility on Expiry or Termination. 15.1 The Contractor shall, at no cost to the School, promptly provide such assistance and comply with such timetable as the School may reasonably require for the purpose of ensuring an orderly transfer of responsibility upon the expiry or other termination of this Contract. The School shall be entitled to require the provision of such assistance both prior to and, for a reasonable period of time after the expiry or other termination of this Contract. 15.2 Such assistance may include (without limitation) the delivery of documents and data in the possession or control of the Contractor which relate to this Contract, including the documents and data, if any, referred to in the Schedule. 15.3 The Contractor undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the School to ensure an orderly transfer of responsibility.
Transfer of Responsibility on Expiry or Termination. 14.1 The Contractor acknowledges that on termination or expiry of this Contract for any reason, the continuity of the Service is of paramount importance. The Contractor shall minimise disruption caused and assist (subject to payment at the Contractor’s prevailing rates) with the implementation of any contingency plan proposed by the Authority to deal with the effects of such termination or expiry in so far as it is reasonably practicable to do so. 14.2 Six months prior to expiry of this Contract, or following notice of termination for any reason, the Contractor and the Authority shall meet to discuss and agree a plan of actions (including but not limited to those actions set out in Condition 14.3) to be carried out in the event of a transfer of responsibility for the Services. The Contractor shall, promptly provide such assistance and comply with such timetable as the Authority may reasonably require for the purpose of ensuring an orderly transfer of responsibility for provision of the Service in the period immediately before the expiry or other termination of this Contract subject to payment in accordance with Condition 14.4 where such assistance or compliance requires resource additional to the Contractor’s normal operational activities. The Contractor shall ensure that its sub-contractors are under a similar obligation. The Authority shall be entitled to require the provision of such assistance both prior to and after the expiry or other termination of this Contract. 14.3 The Contractor shall without additional charge: 14.3.1 provide TUPE information in relation to the Staff pursuant to Condition 15.10; 14.3.2 provide details including volumes of the records and data held by the Contractor; 14.3.3 provide lists of equipment used by the Contractor in the provision of the Services; 14.3.4 provide a copy of the Authority’s Data to the Authority pursuant to Condition 14.13; 14.3.5 deliver to the Authority documents and data in the possession or control of the Contractor or its subcontractors which relate to performance, monitoring, management and reporting of the Service, including the documents and data, if any, referred to in Section 5: Administration Instructions, and which the Contractor are otherwise obliged to disclose under this Contract or otherwise beneficial to orderly transfer. 14.4 With the exception of those activities set out in Condition 14.3, the Contractor shall be entitled to payment at the Contractor’s (or, as applicable, sub-
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Transfer of Responsibility on Expiry or Termination. 14.1 Both Parties shall, at no cost to the other Party, promptly provide such assistance and comply with such timetable as may reasonably be required for the purpose of ensuring an orderly transfer of responsibility upon the expiry or other termination of this Contract. It is agreed and acknowledged by the parties that such assistance shall be provided both prior to and for a reasonable period of time after the expiry or other termination of this Contract. 14.2 Such assistance may include (without limitation) the delivery of documents and data in the possession or control of either Party which relate to this Contract. 14.3 Both Parties undertake that they shall not knowingly do or omit to do anything, which may adversely affect the ability of the other Party to ensure an orderly transfer of responsibility.
Transfer of Responsibility on Expiry or Termination. 14.1. The Company shall, at no cost to the UK Commission, promptly provide such assistance and comply with such timetable as the UK Commission may reasonably require for the purpose of ensuring an orderly transfer of responsibility upon the expiry or other termination of this Contract. The UK Commission shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time after the expiry or other termination of this Contract. 14.2. Such assistance may include (without limitation) the delivery of documents and data in the possession or control of the Company which relate to this Contract. 14.3. The Company undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the UK Commission to ensure an orderly transfer of responsibility.
Transfer of Responsibility on Expiry or Termination. 15.1 The Contractor shall, at no cost to the Department, in the event of a termination due to the default of the Contractor and otherwise at the reasonable additional cost of the Department promptly provide such assistance and comply with such timetable as the Department may reasonably require for the purpose of ensuring an orderly transfer of responsibility upon the expiry or other termination of this Contract. The Department shall be entitled to require the provision of such assistance both prior to and, for a reasonable period of time after the expiry or other termination of this Contract. 15.2 Such assistance may include (without limitation) the delivery of documents and data in the possession or control of the Contractor which relate to this Contract, including the documents and data, if any, referred to in the Schedule. In the event of a re-tendering exercise under which TUPE may apply the Contractor shall provide, in a timely manner and when instructed by the Department, all such information as necessary in respect to employees terms of employment who may be affected. 15.3 The Contractor undertakes that it shall not knowingly do or omit to do
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