Common use of Transition/Wind-Down Period Clause in Contracts

Transition/Wind-Down Period. Upon termination, subject to approvals from the Associations, Xxxxxx Beaumont will continue to operate and maintain the Transaction Card Program(s), including providing Xxxxxx Beaumont Services, for up to six (6) months following the date of termination (the “Wind-Down Period”) to allow the Xxxxxx Beaumont Services to continue without interruption or adverse effect and to facilitate the orderly transfer of responsibility for the Xxxxxx Beaumont Services to Client or its designee. During the Wind-Down Period both Xxxxxx Beaumont and Client will continue to be bound by and perform their respective obligations and responsibilities under this Agreement with respect to Transaction Cards, including authorization, processing, and settlement of Transaction Card transactions and corrections thereto, recordkeeping, statement issuance, and customer support. For the Charges specified in the Program Schedule, Xxxxxx Beaumont shall cooperate in good faith and take any and all actions necessary to assist Client in the smooth transition of the Xxxxxx Beaumont Services to Client or its designee, including by (i) making any and all regulatory filings, and otherwise complying with all applicable Governmental Requirements or Operating Rules, necessary to effect the transition of the Xxxxxx Beaumont Services to Client or its designee, and (ii) executing and delivering any and all documents, files, information, data or other materials necessary to effect the transition of the Xxxxxx Beaumont Services to Client or its designee. In no event xxxx Xxxxxx Beaumont be required to disclose to any service provider as part of wind-down efforts any Confidential Information of Xxxxxx Beaumont. The terms of this Agreement will govern the provision of Xxxxxx Beaumont Services and the conduct of the Parties during the Wind-Down Period.

Appears in 3 contracts

Samples: Services Agreement (Morgan Beaumont, Inc.), Services Agreement (Morgan Beaumont, Inc.), Services Agreement (Morgan Beaumont Inc)

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Transition/Wind-Down Period. Upon termination, subject to approvals from the Associations, Xxxxxx Mxxxxx Beaumont will continue to operate and maintain the Transaction Card Program(s), including providing Xxxxxx Mxxxxx Beaumont Services, for up to six (6) months following the date of termination (the "Wind-Down Period") to allow the Xxxxxx Mxxxxx Beaumont Services to continue without interruption or adverse effect and to facilitate the orderly transfer of responsibility for the Xxxxxx Mxxxxx Beaumont Services to Client Distributor or its designee. During the Wind-Down Period both Xxxxxx Mxxxxx Beaumont and Client Distributor will continue to be bound by and perform their respective obligations and responsibilities under this Agreement with respect to Transaction Cards, including authorization, processing, and settlement of Transaction Card transactions and corrections thereto, recordkeeping, statement issuance, and customer support. For the Charges specified in the Program Schedule, Xxxxxx Mxxxxx Beaumont shall cooperate in good faith and take any and all actions necessary to assist Client Distributor in the smooth transition of the Xxxxxx Mxxxxx Beaumont Services to Client Distributor or its designee, including by (i) making any and all regulatory filings, and otherwise complying with all applicable Governmental Requirements or Operating Rules, necessary to effect the transition of the Xxxxxx Mxxxxx Beaumont Services to Client Distributor or its designee, and (ii) executing and delivering any and all documents, files, information, data or other materials necessary to effect the transition of the Xxxxxx Mxxxxx Beaumont Services to Client Distributor or its designee. In no event xxxx wxxx Xxxxxx Beaumont be required to disclose to any service provider as part of wind-down efforts any Confidential Information of Xxxxxx Mxxxxx Beaumont. The terms of this Agreement will govern the provision of Xxxxxx Mxxxxx Beaumont Services and the conduct of the Parties during the Wind-Down Period.

Appears in 1 contract

Samples: Services Agreement (Morgan Beaumont, Inc.)

Transition/Wind-Down Period. Upon termination, subject to approvals from the Associations, Xxxxxx Mxxxxx Beaumont will continue to operate and maintain the Transaction Card Program(s), including providing Xxxxxx Mxxxxx Beaumont Services, for up to six (6) months following the date of termination (the “Wind-Down Period”) to allow the Xxxxxx Mxxxxx Beaumont Services to continue without interruption or adverse effect and to facilitate the orderly transfer of responsibility for the Xxxxxx Mxxxxx Beaumont Services to Client or its designee. During the Wind-Down Period both Xxxxxx Mxxxxx Beaumont and Client will continue to be bound by and perform their respective obligations and responsibilities under this Agreement with respect to Transaction Cards, including authorization, processing, and settlement of Transaction Card transactions and corrections thereto, recordkeeping, statement issuance, and customer support. For the Charges specified in the Program Schedule, Xxxxxx Mxxxxx Beaumont shall cooperate in good faith and take any and all actions necessary to assist Client in the smooth transition of the Xxxxxx Mxxxxx Beaumont Services to Client or its designee, including by (i) making any and all regulatory filings, and otherwise complying with all applicable Governmental Requirements or Operating Rules, necessary to effect the transition of the Xxxxxx Mxxxxx Beaumont Services to Client or its designee, and (ii) executing and delivering any and all documents, files, information, data or other materials necessary to effect the transition of the Xxxxxx Mxxxxx Beaumont Services to Client or its designee. In no event xxxx wxxx Xxxxxx Beaumont be required to disclose to any service provider as part of wind-down efforts any Confidential Information of Xxxxxx Mxxxxx Beaumont. The terms of this Agreement will govern the provision of Xxxxxx Mxxxxx Beaumont Services and the conduct of the Parties during the Wind-Down Period.

Appears in 1 contract

Samples: Services Agreement (Morgan Beaumont, Inc.)

Transition/Wind-Down Period. Upon termination, subject to approvals from the Associations, Xxxxxx Beaumont will continue to operate and maintain the Transaction Card Program(s), including providing Xxxxxx Beaumont Services, for up to six (6) months following the date of termination (the “Wind-Down Period”) to allow the Xxxxxx Beaumont Services to continue without interruption or adverse effect and to facilitate the orderly transfer of responsibility for the Xxxxxx Beaumont Services to Client or its designee. During the Wind-Down Period both Xxxxxx Beaumont and Client will continue to be bound by and perform their respective obligations and responsibilities under this Agreement with respect to Transaction Cards, including authorization, processing, and settlement of Transaction Card transactions and corrections thereto, recordkeeping, statement issuance, and customer support. For the Charges specified in the Program Schedule, Xxxxxx Beaumont shall cooperate in good faith and take any and all actions necessary to assist Client in the smooth transition of the Xxxxxx Beaumont Services to Client or its designee, including by (i) making any and all regulatory filings, and otherwise complying with all applicable Governmental Requirements or Operating Rules, necessary to effect the transition of the Xxxxxx Beaumont Services to Client or its designee, and (ii) executing and delivering any and all documents, files, information, data or other materials necessary to effect the transition of the Xxxxxx Beaumont Services to Client or its designee. In no event xxxx Xxxxxx Beaumont be required to disclose to any service provider as part of wind-down efforts any Confidential Information of Xxxxxx Beaumont. The terms of this Agreement Doc1.Rev2 Xxxxxx Beaumont. Inc. Confidential & Proprietary will govern the provision of Xxxxxx Beaumont Services and the conduct of the Parties during the Wind-Down Period.

Appears in 1 contract

Samples: Services Agreement (Morgan Beaumont, Inc.)

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Transition/Wind-Down Period. Upon termination, subject to approvals from the Associations, Xxxxxx Beaumont will continue to operate and maintain the Transaction Card Program(s), including providing Xxxxxx Beaumont Services, ) for up to six (6) months following the date of termination (the “Wind-Down Period”) to allow the Xxxxxx Beaumont Services services to continue without interruption or adverse effect and to facilitate the orderly transfer of responsibility for the Xxxxxx Beaumont Services services to Client or its designee. During the Wind-Down Period both Xxxxxx Beaumont and Client will continue to be bound by and perform their respective obligations and responsibilities under this Agreement with respect to Transaction Cards, including authorization, processing, and settlement of Transaction Card transactions and corrections thereto, recordkeeping, statement issuance, and customer support. For the Charges specified in the Program Schedule, Xxxxxx Beaumont shall cooperate in good faith and take any and all actions necessary to assist Client in the smooth transition of the Xxxxxx Beaumont Services to Client or its designee, including by (i) making any and all regulatory filings, and otherwise complying with all applicable Governmental Requirements or Operating Rules, necessary to effect the transition of the Xxxxxx Beaumont Services to Client or its designee, and (ii) executing and delivering any and all documents, files, information, data or other materials necessary to effect the transition of the Xxxxxx Beaumont Services services to Client or its designee. In no event xxxx Xxxxxx Beaumont be required to disclose to any service provider as part of wind-down efforts any Confidential Information of Xxxxxx Beaumont. The terms of this Agreement will govern the provision of Xxxxxx Beaumont Services and the conduct of the Parties during the Wind-Down Period.

Appears in 1 contract

Samples: Services Agreement (Morgan Beaumont, Inc.)

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