Common use of WINDING UP ASSISTANCE Clause in Contracts

WINDING UP ASSISTANCE. 16.1 [***]* prior to the Framework Expiry Date or on notice of termination of this Agreement at the request of BPA: 16.1.1 the parties will promptly meet and develop and agree the Winding Up Plan to provide an orderly transitioning of the Services provided under the Agreement to the Successor Operator(s), including, but not limited to, the orderly transitioning of support and maintenance in respect of Exult Systems and Future Systems; and 16.1.2 Exult Supplier shall co-operate fully with the Client, BPA and the Participating Affiliates to implement the Winding Up Plan, to minimise the cost and disruption of termination to the Client, BPA and the Participating Affiliates and to facilitate the orderly transitioning of the Services from Exult Supplier to Successor Operator in accordance with the provisions of this Agreement. 16.2 The Winding Up Plan is to cover the period up to [***]* from the earlier of (i) the Expiry Date; and (ii) the date of giving notice of termination of this Agreement. 16.3 In the event that the parties fail to agree the Winding Up Plan within [***]* of first meeting in accordance with Clause 16.1, the matter shall be referred to the informal Dispute Resolution Procedure pursuant to Clause 29.1, and, if necessary, to an Expert in accordance with Clause 29.2. The costs of such Expert shall be borne equally by the parties.

WINDING UP ASSISTANCE. 16.1 [***]* prior to the Framework Expiry Date or on notice of termination of this Agreement at the request of BPA: 16.1.1 the parties will promptly meet and develop and agree the Winding Up Plan to provide an orderly transitioning of the Services provided under the Agreement to the Successor Operator(s), including, but not limited to, the orderly transitioning of support and maintenance in respect of Exult Systems and Future Systems; and 16.1.2 Exult Supplier shall co-operate fully with the Client, BPA and the Participating Affiliates to implement the Winding Up Plan, to minimise the cost and disruption of termination to the Client, BPA and the Participating Affiliates and to facilitate the orderly transitioning of the Services from Exult Supplier to Successor Operator in accordance with the provisions of this Agreement. * Confidential treatment is requested for redacted portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 16.2 The Winding Up Plan is to cover the period up to [***]* from the earlier of (i) the Expiry Date; and (ii) the date of giving notice of termination of this Agreement. 16.3 In the event that the parties fail to agree the Winding Up Plan within [***]* of first meeting in accordance with Clause 16.1, the matter shall be referred to the informal Dispute Resolution Procedure pursuant to Clause 29.1, and, if necessary, to an Expert in accordance with Clause 29.2. The costs of such Expert shall be borne equally by the parties.

WINDING UP ASSISTANCE. 16.1 [***]* prior to the Framework Expiry Date or on notice of termination of this Agreement at the request of BPA: 16.1.1 the parties will promptly meet and develop and agree the Winding Up Plan to provide an orderly transitioning of the Services provided under the Agreement to the Successor Operator(s), including, but not limited to, the orderly transitioning of support and maintenance in respect of Exult Systems and Future Systems; and 16.1.2 Exult Supplier shall co-operate fully with the Client, BPA and the Participating Affiliates to implement the Winding Up Plan, to minimise the cost and disruption of termination to the Client, BPA and the Participating Affiliates and to facilitate the orderly transitioning of the Services from Exult Supplier to Successor Operator in accordance with the provisions of this Agreement. 16.2 The Winding Up Plan is to cover the period up to [***]* from the earlier of (i) the Expiry Date; and (ii) the date of giving notice of termination of this Agreement. 16.3 In the event that the parties fail to agree the Winding Up Plan within [***]* of first meeting in accordance with Clause 16.1, the matter shall be referred to the informal Dispute Resolution Procedure pursuant to Clause 29.1, and, if necessary, to an Expert in accordance with Clause 29.2. The costs of such Expert shall be borne equally by the parties. ---------------------- * Confidential treatment is requested for redacted portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.