Transition Upon Termination Sample Clauses

Transition Upon Termination. Upon any termination of this Agreement, all fees and payments due to Manager as of the effective date of termination, including all accrued and unpaid fees and reimbursable charges and expenses, shall be paid to Manager within ten (10) days after delivery to Owner of an itemized statement of such fees and payments. Manager shall be entitled to exercise the right of setoff provided in Section 11.16 hereof with respect to such fees, charges and expenses. Manager shall deliver to Owner, or such other person or persons as Owner may designate, copies of all books and records of the Hotel and all funds in the possession of Manager belonging to Owner or received by Manager pursuant to the terms of this Agreement, and shall assign, transfer or convey to such person or persons all service contracts and personal property relating to or used in the operation and maintenance of the Hotel, except any personal property which is owned by Manager. Manager also shall, for a period of thirty (30) days after such expiration or termination, make itself available to consult with and advise Owner or such other person or persons regarding the operation and maintenance of the Hotel at a consultation fee to be agreed upon between Manager and Owner.

Transition Upon Termination. (a) If this Agreement terminates pursuant to Section 6.1(a), the Parties will cooperate in good faith to transition the Publishing Obligation to such Person or Persons that QC desires as soon as reasonably practicable and to ensure that the Publishing Obligation is discharged until such transition is complete, with QC bearing all direct costs and expenses related to such transitioning of the Publishing Obligation (e.g., data migration and third party consents) ("TRANSITION COSTS"); provided that in no event will such transition last more than fifteen (15) months from the date of termination. (b) If Publisher terminates this Agreement with respect to any Service Area pursuant to Section 6.1(c), the Parties will cooperate in good faith to transition the Publishing Obligation with respect to such Service Area to such Person or Persons that QC desires as soon as reasonably practicable and to ensure that the Publishing Obligation is discharged until such transition is complete, with QC bearing all Transition Costs; provided that in no event will such transition last more than fifteen (15) months from the date of termination with respect to such Service Area. (c) If this Agreement terminates pursuant to Section 6.1(b), Section 6.2(a) or Section 6.2(c), the Parties will cooperate in good faith to transition the Publishing Obligation to such Person or Persons that QC desires as soon as reasonably practicable and to ensure that the Publishing Obligation is discharged until such transition is complete, with Publisher bearing all Transition Costs; provided that in no event will such transition last more than fifteen (15) months from the date of termination. (d) If QC terminates this Agreement with respect to any Service Area pursuant to Section 6.2(b) or Section 6.2(d), the Parties will cooperate in good faith to transition the Publishing Obligation with respect to such Service Area to such Person or Persons that QC desires as soon as reasonably practicable and to ensure that the Publishing Obligation is discharged until such transition is complete, with Publisher bearing all Transition Costs; provided that in no event will such transition last more than fifteen (15) months from the date of termination with respect to such Service Area. Publishing Agreement for Official Listing/Directories Execution Copy (e) Nothing contained in this Section 6.3 will be a deemed a waiver or release of any rights or remedies that a Party may have on account of any termination of this ...

Transition Upon Termination. Upon any termination or expiration of any licenses or sublicenses for the FIS Marks granted under this Article VI, LPS shall, and shall cause its applicable sublicensees to, promptly cease all use of the applicable FIS Marks; provided that in the event of a Change of Control of LPS, then (i) LPS shall promptly provide to FIS written notice of the Change of Control, and (ii) whether or not such notice is so provided by LPS, FIS may, by written notice to LPS, terminate all licenses and sublicenses of FIS Marks hereunder, with such termination to be effective at the end of a transition period of three (3) months from the date of such notice (but not later than the Transition License Expiration Date), and upon such termination, LPS shall have ceased and shall have caused its sublicensees to cease, all use of the applicable FIS Marks.

Transition Upon Termination. Upon notice of termination of a Study or this Agreement, the Institution shall immediately cease enrollment of Subjects into such Study and shall terminate such Study with respect to the enrolled Subjects in an orderly and prompt manner, to the extent medically permissible, and pursuant to consultation with SPONSOR or SPONSOR’s clinical monitor, including, without limitation, any required follow-up treatment with previously enrolled Subjects. The Institution shall turn over all Study Documentation and materials in its possession associated with the Study, including all Work Product, Inventions and Materials, as expeditiously as possible, shall handle the Study Device in accordance with Section 9 and the instructions of SPONSOR and shall provide such other assistance as is necessary to ensure a smooth and orderly transition of the Study that will not involve any disruption of the Protocol. Upon notice of suspension of a Study, the Institution shall immediately cease enrollment of Subjects into such Study. SPONSOR shall reimburse Institution for all reasonable additional and non-cancelable expenses not contemplated by the SOW budget that incurred from such transition, including due to early termination.

Transition Upon Termination. 1. If this Agreement terminates as a result of a notice of non-renewal given by ActaMed pursuant to Section XII.A, ActaMed will provide [*] or, at SBCL's option, a. SBCL may have [*] so long as ActaMed provides [*] (but not less than [*]), or b. SBCL may require ActaMed [*] prior to the effective date of such termination, and SBCL may exercise the right to [*] as granted by the License Agreement. 2. If this Agreement terminates as a result of a notice of non-renewal given by SBCL pursuant to Section XII.A, ActaMed will provide [*] and SBCL will have [*]. 3. If SBCL terminates this Agreement pursuant to Section XII.B, [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. a. ActaMed will provide [*], b. SBCL may require ActaMed [*] within [*] after SBCL's notice of termination, c. SBCL may exercise the right to [*] as granted by the License Agreement, and d. until such time [*] by SBCL on a commercial basis, SBCL shall have Long Term Access. 4. [*] shall mean that [*] from [*] who have [*] or a version of [*]. For [*] SBCL will [*] on the date notice of termination is given. ActaMed will [*] and SBCL will [*] is rendered. If SBCL [*] (subject to [*] to those provided in Section [*] hereof), ActaMed will [*]. ActaMed will have [*] and SBCL will [*]. 5. [*] shall mean that ActaMed [*] the date of termination. For [*] SBCL will [*] the date of Termination. ActaMed will [*] the date the xxxx is rendered. If SBCL [*] (subject to [*] to those provided in Section [*] hereof), ActaMed will [*]. ActaMed will have [*] and SBCL will have [*]. 6. [*] shall mean [*] that will only provide [*] and allows [*], to provide [*] ActaLab Software at their sites.

Transition Upon Termination. ActaMed's [*] shall mean (i) if the date of termination occurs [*] the transfer to SBCL of [*] requested by SBCL to [*] SBCL at such time [*] and (ii) providing SBCL, as promptly as practicable, with [*] used for [*] whether or not [*] to which ActaMed is in a position to [*] the effective date of the termination and to [*] to the transition. In furtherance of and in addition to the foregoing, upon termination or expiration of this Agreement, the parties shall effect, and shall cooperate with each other in effecting, [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. the orderly and reasonable removal of ActaMed as a provider of Lab EDI Services to Automated Providers in the manner that is least disruptive to Automated Providers and which allows connectivity between SBCL Labs and Automated Providers to continue uninterrupted with SBCL or a separate vendor. The parties shall jointly develop a removal plan which will provide a reasonable level of support consistent with Section III hereof to transition SBCL off the Network. Each party shall bear its own expenses in developing and implementing the removal plan.

Transition Upon Termination. Upon notice of termination of a Study or this Agreement, the Institution shall require Principal Investigator and any Sub-investigators to immediately cease enrollment of Subjects into such Study and shall terminate such Study with respect to the enrolled Subjects in an orderly and prompt manner, to the extent medically permissible, and pursuant to consultation with SPONSOR or SPONSOR’s clinical monitor, including, without limitation, any required follow-up treatment with previously enrolled Subjects. The Institution shall turn over all Study Documentation and materials in its possession associated with the Study, including all Work Product, Inventions and Materials, as expeditiously as possible, shall handle the Study Device in accordance with Section 9 and the instructions of SPONSOR and shall provide such other reasonable assistance as is necessary to ensure a smooth and orderly transition of the Study that will not involve any disruption of the Protocol provided, Institution may retain one (1) copy of all Study Documentation and materials in its possession associated with the Study, including all Work Product, Inventions and Materials as necessary to comply with applicable laws . Upon notice of suspension of a Study, the Institution shall require the Principal Investigator and Sub-Investigators to immediately cease enrollment of Subjects into such Study. SPONSOR shall reimburse Institution for all reasonable additional and non-cancelable expenses not contemplated by the SOW budget that incurred and/or committed to from such transition, including due to early termination.

Transition Upon Termination. If this Agreement is terminated by NeoPharm pursuant to Section 15.2 or by PNU pursuant to Section 15.3(ii), PNU shall upon termination cooperate with NeoPharm and/or its Affiliates to transfer back to NeoPharm all title and interest in and to the NeoPharm Patents and NeoPharm Know-How and any Improvements developed by PNU or its Affiliates to use solely with the Products.

Transition Upon Termination. (a) Upon any termination --------------------------- of this Agreement, in whole or in part, the Distributor and the Supplier each shall use reasonable and good faith efforts to accomplish an orderly transition of marketing responsibilities, from the Distributor to the Supplier (or the Supplier's designee). (b) If this Agreement is terminated the Distributor shall make available to the Supplier (i) a list of each Customer and Subdistributor which purchased Equipment from the Distributor, identifying the Equipment purchased by each such Customer and Subdistributor, (ii) a list of each Customer and Subdistributor which purchased Disposables during the 24 calendar months immediately preceding such termination, identifying the types and quantities of Disposables purchased by each such Customer and Subdistributor during the last 24 months, and (iii) a copy of each customer record of service performed within the last 24 calendar months for the Customers listed in subparagraphs (i) and (ii) above. Notwithstanding the foregoing, however, if the Supplier establishes a Co-Marketing Arrangement pursuant to Section 7.05(b) pursuant to which the Distributor is allowed to continue to distribute Products in one or more specific geographical areas, then the Distributor shall not be required to furnish to the Supplier the foregoing lists and records for such geographical areas.

Transition Upon Termination. In the event of termination of this Agreement after service begins to end users, the parties will negotiate a commercially reasonable operating agreement for the continued use of the existing fiber network, which could involve operation of the network by a third party.