Transition Assistance Following Termination Sample Clauses

Transition Assistance Following Termination. Upon the expiration or earlier termination of any SOW or this DMSA for any reason whatsoever other than default by ALERE, (a "Transition Event"), ALERE, at its option exercised by written notice to Subcontractor (a "Transition Notice"), may require (i) Subcontractor to continue providing Disease Management Services ("Continuing Services") for up to one hundred eighty (180) days following the Transition Event (the "Transition Assistance Period"), and (ii) Subcontractor to provide such transition assistance, as ALERE may reasonable require, to transition and transfer the Disease Management Services under any SOW to ALERE or to another vendor ("Transition Assistance Services"), the nature and extent of which assistance shall be as reasonably determined by ALERE, provided, however, that in so providing such Continuing Services and Transition Assistance Services following a Transition Event, Subcontractor shall not be required to take or forebear from taking any action that, absent appropriate safeguards and contractual protections, adversely affects the confidentiality or proprietary nature of the Subcontractor Proprietary System or any Confidential Information of Subcontractor. 13.4.1 Subcontractor shall provide Continuing Services and Transition Assistance Services in accordance with all applicable Service Level Standards and Performance Targets and any other applicable provisions of this DMSA. ALERE shall pay Subcontractor for (i) Continuing Services at the Service Fees in effect under the applicable SOW(s) at the time of the Transition Event, and (ii) Transitions Services (other than those required under 13.6) at the applicable Service Fees in effect or, if none, at Subcontractor's cost. As part of the Transition Assistance Services, Subcontractor shall cooperate with ALERE and take all actions reasonably requested by ALERE in order to transition the Services to another vendor or ALERE, provided, however, that in so cooperating, Subcontractor shall not be required to take or forebear from taking any action that, absent appropriate safeguards and contractual protections, adversely affects the confidentiality or proprietary nature of the Subcontractor Proprietary System or any Confidential Information of Subcontractor. 13.4.2 Following the Continuing Services Period, Subcontractor, at no additional cost, shall continue to answer questions regarding the Services on an "as needed" basis for up to one hundred (100) days.
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Transition Assistance Following Termination. Upon termination of this Agreement for any reason, PBM will, as directed by Client, and/or Participating Group, provide Participating Group or its designee with up to twelve (12) transmissions at no charge, in the aggregate, of the following files: (a) existing Mail Order or Specialty Pharmacy open refill transfer files for Members, as based upon Participating Group most current eligibility files; (b) PBM and new vendor.
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Transition Assistance Following Termination 
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Related to Transition Assistance Following Termination

  • Following Termination 11.2.1 the Parties will agree the procedure for administering the Insurance Business current at the time of termination; 11.2.2 the Broker will make all reasonable efforts to provide the Company with contact details for any Insured or other party with whom the Company has contracted in the conduct of Insurance Business where:- 11.2.2.1 the Broker has acted as the agent of the Company; and 11.2.2.2 where such information is reasonably required in order for the Company to carry out its obligations in relation to Insurance Business concluded in accordance with this Agreement. 11.2.3 Where permissible the Parties will remain liable to perform their obligations in accordance with the terms of this Agreement in respect of all Insurance Business subject to this Agreement until all Insurance Business has expired or has otherwise been terminated.

  • Compensation Following Termination In the event that Executive’s employment hereunder is terminated, Executive shall be entitled only to the following compensation and benefits upon such termination:

  • Post-Termination Assistance Upon the Executive’s termination of employment with the Company, the Executive agrees to fully cooperate in all matters relating to the winding up or pending work on behalf of the Company and the orderly transfer of work to other employees of the Company following any termination of the Executives’ employment. The Executive further agrees that Executive will provide, upon reasonable notice, such information and assistance to the Company as may reasonably be requested by the Company in connection with any audit, governmental investigation, litigation, or other dispute in which the Company is or may become a party and as to which the Executive has knowledge; provided, however, that (i) the Company agrees to reimburse the Executive for any related out-of-pocket expenses, including travel expenses, and (ii) any such assistance may not unreasonably interfere with Executive’s then current employment.

  • Compensation Following Termination of Employment In the event that Executive's employment hereunder is terminated, Executive shall be entitled to the following compensation and benefits upon such termination:

  • Termination; Survival Following Termination (i) Either party may terminate this Agreement prior to the end of the Agency Period, by giving written notice as required by this Agreement, upon ten (10) Trading Days’ notice to the other party; provided that, (A) if the Company terminates this Agreement after the Agent confirms to the Company any sale of Shares, the Company shall remain obligated to comply with Section 3(b)(v) with respect to such Shares and (B) Section 2, Section 6, Section 7 and Section 8 shall survive termination of this Agreement. If termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall nevertheless settle in accordance with the terms of this Agreement. (ii) In addition to the survival provision of Section 7(b)(i), the respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers and of the Agent set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Agent or the Company or any of its or their partners, officers or directors or any controlling person, as the case may be, and, anything herein to the contrary notwithstanding, will survive delivery of and payment for the Shares sold hereunder and any termination of this Agreement.

  • Termination Assistance Upon nearing the end of the final term or termination of this Agreement, without respect to cause, the Party shall take all reasonable and prudent measures to facilitate any transition required by the State. All State property, tangible and intangible, shall be returned to the State upon demand at no additional cost to the State in a format acceptable to the State.

  • Obligations Following Termination If a Non-Defaulting Party terminates this Agreement pursuant to this Section 13(b), then following such termination, Seller shall, at the sole cost and expense of the Defaulting Party, remove the equipment (except for mounting pads and support structures) constituting the System. The Non-Defaulting Party shall take all commercially reasonable efforts to mitigate its damages as the result of a Default Event.

  • Employment Status Termination Following Change in Control (a) No benefits shall be payable under this Agreement unless there has been a Change in Control of the Company during the Term. You acknowledge that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain you as an employee. You may terminate your employment at any time, with or without Good Reason. If your employment with the Company terminates for any reason and subsequently a Change in Control shall have occurred, you shall not be entitled to any benefits hereunder. (b) Any termination of your employment by the Company or by you following a Change in Control of the Company during the Term shall be communicated by written notice of termination that indicates the specific provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated ("Notice of Termination"). A Notice of Termination shall be delivered to the other party hereto in accordance with Section 6.

  • Obligation after the termination of personal data processing services

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity and up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of the ESC Region 8 and TIPS. Does vendor agree? Yes

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