Common use of Transition Upon Termination Clause in Contracts

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 Agreement (whether in its entirety or only with respect to a particular Service Area or Service Areas), including its rights to Publisher Liquidated Damages, Service Area Default Liquidated Damages or QC Liquidated Damages.

Appears in 2 contracts

Samples: Publishing Agreement (Dex Media West LLC), Publishing Agreement (Dex Media Inc)

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Transition Upon Termination. (a) If this Agreement terminates is terminated pursuant to Section 6.1(a), the Parties will shall cooperate in good faith to transition the Publishing Obligation to such Person or Persons that QC Verizon desires as soon as reasonably practicable and to ensure that the Publishing Obligation is discharged until such transition is complete, with QC Verizon bearing all direct costs and expenses related to such transitioning of the Publishing Obligation (e.g., data migration and third party consents) ("TRANSITION COSTS"“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 is terminated with respect to any Service Area pursuant to Section 6.1(c6.1(b), the Parties will shall cooperate in good faith to transition the Publishing Obligation with respect to such Service Area to such Person or Persons that QC Verizon desires as soon as reasonably practicable and to ensure that the Publishing Obligation is discharged until such transition is complete, with QC Verizon 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 is terminated pursuant to Section 6.1(b), Section 6.2(a) or Section 6.2(c), the Parties will shall cooperate in good faith to transition the Publishing Obligation to such Person or Persons that QC Verizon 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 is terminated with respect to any Service Area pursuant to Section 6.2(b) or Section 6.2(d), the Parties will shall cooperate in good faith to transition the Publishing Obligation with respect to such Service Area to such Person or Persons that QC Verizon desires as soon as reasonably practicable and to ensure that the Publishing Obligation is discharged until such transition is complete, with the 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 Agreement (whether in its entirety or only with respect to a particular Service Area or Service Areas), including its rights to Publisher Liquidated Damages, Service Area Default Liquidated Damages or QC Liquidated Damages.

Appears in 2 contracts

Samples: Publishing Agreement (Idearc Inc.), Publishing Agreement (Idearc Inc.)

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 COSTSTransition 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 Agreement (whether in its entirety or only with respect to a particular Service Area or Service Areas), including its rights to Publisher Liquidated Damages, Service Area Default Liquidated Damages or QC Liquidated Damages.

Appears in 2 contracts

Samples: Publishing Agreement (Qwest Communications International Inc), Publishing Agreement (Dex Media International Inc)

Transition Upon Termination. (a) If this Agreement terminates is terminated pursuant to Section 6.1(a), the Parties will shall cooperate in good faith to transition the Publishing Obligation to such Person or Persons that QC SureWest desires as soon as reasonably practicable and to ensure that the Publishing Obligation is discharged until such transition is complete, with QC SureWest bearing all direct costs and expenses related to such transitioning of the Publishing Obligation (e.g., data migration and third party consents) ("TRANSITION COSTSTransition 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 is terminated with respect to any Service Area pursuant to Section 6.1(c6.1(b), the Parties will shall cooperate in good faith to transition the Publishing Obligation with respect to such Service Area to such Person or Persons that QC SureWest desires as soon as reasonably practicable and to ensure that the Publishing Obligation is discharged until such transition is complete, with QC SureWest 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 is terminated pursuant to Section 6.1(b), Section 6.2(a) or Section 6.2(c), the Parties will shall cooperate in good faith to transition the Publishing Obligation to such Person or Persons that QC SureWest 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 is terminated with respect to any Service Area pursuant to Section 6.2(b) or Section 6.2(d), the Parties will shall cooperate in good faith to transition the Publishing Obligation with respect to such Service Area to such Person or Persons that QC SureWest desires as soon as reasonably practicable and to ensure that the Publishing Obligation is discharged until such transition is complete, with the 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 Agreement (whether in its entirety or only with respect to a particular Service Area or Service Areas), including its rights to Publisher Liquidated Damages, Service Area Default Liquidated Damages or QC Liquidated Damages.

Appears in 1 contract

Samples: Publishing Agreement (Surewest Communications)

Transition Upon Termination. (a) If this Agreement terminates is terminated pursuant to Section 6.1(a), the Parties will shall cooperate in good faith to transition the Publishing Obligation to such Person or Persons that QC Spinco desires as soon as reasonably practicable and to ensure that the Publishing Obligation is discharged until such transition is complete, with QC Spinco bearing all direct costs and expenses related to such transitioning of the Publishing Obligation (e.g., data migration and third party consents) ("TRANSITION COSTS"“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 is terminated with respect to any Service Area pursuant to Section 6.1(c6.1(b), the Parties will shall cooperate in good faith to transition the Publishing Obligation with respect to such Service Area to such Person or Persons that QC Spinco desires as soon as reasonably practicable and to ensure that the Publishing Obligation is discharged until such transition is complete, with QC Spinco 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 is terminated pursuant to Section 6.1(b), Section 6.2(a) or Section 6.2(c), the Parties will shall cooperate in good faith to transition the Publishing Obligation to such Person or Persons that QC Spinco 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 is terminated with respect to any Service Area pursuant to Section 6.2(b) or Section 6.2(d), the Parties will shall cooperate in good faith to transition the Publishing Obligation with respect to such Service Area to such Person or Persons that QC Spinco desires as soon as reasonably practicable and to ensure that the Publishing Obligation is discharged until such transition is complete, with the 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 Agreement (whether in its entirety or only with respect to a particular Service Area or Service Areas), including its rights to Publisher Liquidated Damages, Service Area Default Liquidated Damages or QC Liquidated Damages.

Appears in 1 contract

Samples: Publishing Agreement (Fairpoint Communications Inc)

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Transition Upon Termination. (a) If this Agreement terminates pursuant to Section 6.1(a7.1(a), the Parties will cooperate in good faith to transition the Publishing Obligation to such Person or Persons that QC WIN desires as soon as reasonably practicable and to ensure that the Publishing Obligation is discharged until such transition is complete, with QC WIN bearing all direct costs and expenses related to such transitioning of the Publishing Obligation (e.g., data migration and third third-party consents) ("TRANSITION COSTS"“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(c7.1(b), 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 WIN desires as soon as reasonably practicable and to ensure that the Publishing Obligation is discharged until such transition is complete, with QC WIN 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(a7.2(a) or Section 6.2(c7.2(c), the Parties will cooperate in good faith to transition the Publishing Obligation to such Person or Persons that QC WIN 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 WIN terminates this Agreement with respect to any Service Area pursuant to Section 6.2(b7.2(b) or Section 6.2(d7.2(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 WIN 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 7.3 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 Agreement (whether in its entirety or only with respect to a particular Service Area or Service Areas), including its rights to Publisher Liquidated Damages, Service Area Default Liquidated Damages ) under this Agreement or QC Liquidated Damagesapplicable Law.

Appears in 1 contract

Samples: Publishing Agreement (Local Insight Yellow Pages, Inc.)

Transition Upon Termination. (a) If this Agreement terminates is terminated pursuant to Section 6.1(a), the Parties will shall cooperate in good faith to transition the Publishing Obligation to such Person or Persons that QC Spinco desires as soon as reasonably practicable and to ensure that the Publishing Obligation is discharged until such transition is complete, with QC Spinco bearing all direct costs and expenses related to such transitioning of the Publishing Obligation (e.g., data migration and third party consents) ("TRANSITION COSTSTransition 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 is terminated with respect to any Service Area pursuant to Section 6.1(c6.1(b), the Parties will shall cooperate in good faith to transition the Publishing Obligation with respect to such Service Area to such Person or Persons that QC Spinco desires as soon as reasonably practicable and to ensure that the Publishing Obligation is discharged until such transition is complete, with QC Spinco 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 is terminated pursuant to Section 6.1(b), Section 6.2(a) or Section 6.2(c), the Parties will shall cooperate in good faith to transition the Publishing Obligation to such Person or Persons that QC Spinco 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 is terminated with respect to any Service Area pursuant to Section 6.2(b) or Section 6.2(d), the Parties will shall cooperate in good faith to transition the Publishing Obligation with respect to such Service Area to such Person or Persons that QC Spinco desires as soon as reasonably practicable and to ensure that the Publishing Obligation is discharged until such transition is complete, with the 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 Agreement (whether in its entirety or only with respect to a particular Service Area or Service Areas), including its rights to Publisher Liquidated Damages, Service Area Default Liquidated Damages or QC Liquidated Damages.

Appears in 1 contract

Samples: Distribution Agreement (Fairpoint Communications Inc)

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