CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry).
28.2 Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreement.
28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements.
28.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance.
28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of:
28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or
28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract.
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CONSEQUENCES OF TERMINATION AND EXPIRY. 11.1 Notwithstanding the service of a notice to terminate this Contract or any part thereof, the CONTRACTOR shall continue to provide the Ordered IT Products until the date of expiry or termination (howsoever arising) of this Contract (or any part thereof) or such other date as required under this Clause 11.
11.2 Within ten (10) Working Days of the earlier of the date of expiry or termination (howsoever arising) of this Contract, the CONTRACTOR shall return to the CUSTOMER:
11.2.1 any data (including CUSTOMER Data) and CUSTOMER Confidential Information in the CONTRACTOR’s possession, power or control, either in its then current format or in a format nominated by the CUSTOMER (in which event the CUSTOMER will reimburse the CONTRACTOR’s pre- agreed and reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the CUSTOMER, save that it may keep one copy of any such data or information for a period of up to twelve (12) months to comply with its obligations under Clause 11.3, or such period as is necessary for such compliance;
11.2.2 all Ordered Goods owned by the CUSTOMER in the CONTRACTOR’s or any third party’s (including Sub-Contractors) possession and/or or control; and
11.2.3 any sums prepaid in respect of Ordered IT Products not provided by the date of expiry or termination (howsoever arising).
11.3 The CUSTOMER shall for a period of twelve (12) months following expiry or termination (howsoever arising) of this Contract be entitled to require access to data or information arising from the Ordered IT Products from the CONTRACTOR.
11.4 The provisions of:
11.4.1 Clauses 1, 11 to 21 (inclusive), 23, 25, 28, 29 31, 33, 34, 36 to 39 (inclusive);
11.4.2 Schedules 2-1 and 2-9; and
11.4.3 any other Clause or Schedule of this Contract which by its terms is to be performed or observed notwithstanding termination (howsoever arising) or expiry or which is expressed or by implication is to survive termination or expiry), shall survive the termination (howsoever arising) or expiry of this Contract.
CONSEQUENCES OF TERMINATION AND EXPIRY. 1Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28.
CONSEQUENCES OF TERMINATION AND EXPIRY. 28.1 Notwithstanding the service of a notice to terminate this Agreement, the Provider shall continue to fulfil its obligations under the Agreement until the date of expiry or termination of the Agreement or such other date as required under this Clause 28.
28.2 Termination or expiry of this Agreement and/or the Dynamic Purchasing System shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with their own terms.
28.3 Within thirty (30) Working Days of the date of termination or expiry of this Agreement and/or the Dynamic Purchasing System, the Provider shall return to LPP any data and Confidential Information belonging to LPP in the Provider's possession, power or control, either in its then current format or in a format nominated by LPP, together with all training manuals and other related documentation, and any other information and all copies thereof owned by LPP, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Agreement, or such period as is necessary for such compliance.
28.4 LPP shall be entitled to require access to data or information arising from the provision of the Goods, Services and/or Works (if applicable) from the Provider until the latest of:-
28.4.1 the expiry of a period of twelve (12) Months following termination or expiry of this Agreement; or
28.4.2 the expiry of a period of three (3) Months following the date on which the Provider ceases to provide Goods, Services and/or Works (if applicable) under any Call-Off Contract
28.5 Termination or expiry of this Agreement and/or the Dynamic Purchasing System shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Agreement prior to termination or expiry.
28.6 The provisions of Clauses 5, 8, 9, 10,16, 17, 18, 19, 21, 22, 24 and 25 shall survive the termination or expiry of this Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination.
28.7 In the event of any termination of the Agreement whether under this Clause 28 or otherwise, and without prejudice to any other rights (including the right to recover damages) that may accrue to the benefit of the Other Contracting Authority under this Agreement or otherwise, the Other Contracting Authorit...
CONSEQUENCES OF TERMINATION AND EXPIRY. 25.1 Notwithstanding the service of a notice to terminate the Framework Agreement, the Supplier shall continue to fulfil its obligations under the Framework Agreement until the date of expiry or termination of the Framework Agreement or such other date as required under this Clause 25.
25.2 Termination or expiry of the Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with their own terms.
25.3 Within thirty (30) Working Days of the date of termination or expiry of the Framework Agreement, the Supplier shall return to the Authority any data and Confidential Information belonging to the Authority in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority (in which event the Authority will reimburse the Supplier's reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under the Framework Agreement, or such period as is necessary for such compliance.
25.4 The Authority shall be entitled to require access to data or information arising from the provision of the Services from the Supplier until the latest of:-
25.4.1 the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or
25.4.2 the expiry of a period of three (12) Months following the date on which the Supplier ceases to provide Services under any Call- Off Contract.
25.5 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry.
25.6 The provisions of Clauses 8, 9, 10, 11, 17, 18, 19, 20, 26, 27 and 39 shall survive the termination or expiry of the Framework Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination.
CONSEQUENCES OF TERMINATION AND EXPIRY. 10.1 Notwithstanding the service of a notice to terminate the Framework Agreement, the Provider shall continue to fulfil its obligations under the Framework Agreement until the date of expiry or termination of the Framework Agreement or such other date as required under this clause 10.
10.2 Unless expressly stated to the contrary, the service of a notice to terminate the Framework Agreement shall not operate as a notice to terminate any Call-Off Contract made under the Framework Agreement. Termination or expiry of the Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with their own terms.
10.3 Within 14 Working Days of the date of termination or expiry of the Framework Agreement, the Provider shall return or destroy at the request of the Welsh Ministers any data, personal information relating to the Welsh Ministers or its personnel or Confidential Information belonging to the Welsh Ministers in the Provider’s possession, power or control, either in its then current format or in a format nominated by the Welsh Ministers (in which event the Welsh Ministers will reimburse the Provider’s reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the Welsh Ministers.
10.4 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement before termination or expiry.
10.5 The provisions of clause 10 (consequences of Termination and Expiry), clause 19 (Warranties and Representations), clause 23 (Confidentiality) clause 24 (Data Protection), clause 25 (Freedom of Information), clause 28 (Records and Access) and Clause 37 (Costs) shall survive the termination or expiry of the Framework Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination.
CONSEQUENCES OF TERMINATION AND EXPIRY. A25.1 Any expiry or termination of the Contract howsoever arising shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereupon accrue to DCLG and shall not affect the continued operation of Conditions A1, A2, A3, A4, A7, A8, A9, A10, A14, A16, A17, A18, A19, A20, A21, A22, A25, A26, A29, A30, A31, A33 and A34.
A25.2 Without prejudice to any other rights or remedies of DCLG, in the event of termination of the Contract as provided by Condition A23 or A24, DCLG shall be entitled to either accept receipt of, or decline to receive any part of the Contract already completed by the Contractor but not yet paid for by DCLG and to engage an alternative contractor to undertake the outstanding balance of the Contract. The Contractor shall indemnify DCLG against all reasonable costs incurred in doing so. Such costs shall include the administrative costs of re- tendering the requirement and any difference in the rates or prices which DCLG may have to pay to the new contractor where such rates or prices are higher than the rates or prices payable under the Contract.
A25.3 In the event that DCLG accepts receipt of any part of the Contract already completed by the Contractor but not yet paid for by DCLG, DCLG shall pay to the Contractor a reasonable charge for the partially completed Contract.
A25.4 Prior to or upon expiry or termination of the Contract for any reason, the Contractor:
A25.4.1 shall, at no cost to DCLG, promptly provide such assistance and comply with such timetable as DCLG may reasonably require for the purpose of ensuring an orderly transfer of responsibility upon the expiry or termination of the Contract,
A25.4.2 shall comply with any reasonable direction by DCLG as to which of its obligations to perform as a priority under the Contract during the notice period;
A25.4.3 shall not knowingly do anything, or make any omission, which may adversely affect the orderly transfer of responsibility upon the expiry or termination of the Contract; and
A25.4.4 shall deliver up to DCLG and/or destroy all Confidential Information pursuant to Clause A17.9.
CONSEQUENCES OF TERMINATION AND EXPIRY. 33.1 Notice of termination of the Agreement under Clause 32 will result in the College being removed from the Apprenticeship Provider Assessment Register.
33.2 The College must not recruit new Learners, including Learners that have transferred from another provider, after notice of termination of the Agreement has been given. The Department will not be liable to make payments in respect of any Learners recruited in breach of this clause.
33.3 The Department reserves the right to retain Funding that would otherwise be paid to the College prior to the Expiry Date or Termination Date and/or to demand repayment of Funding, as relevant, in order to reconcile what has already been paid to the College under Schedule 3 (Payments) with the amount the College is entitled to under this Agreement (including the Funding Rules).
33.4 On or before the Expiry Date (except where the College will be responsible for delivering the Services in the subsequent Funding Year) or Termination Date, the College must (at its own cost) ensure that all Learner files, documents and computer records in its and a Sub- Contractor’s possession, custody or control (including but not limited to e-portfolios) which contain information relating to the Services are transferred to the Department upon request.
33.5 For the avoidance of doubt, after notice of termination and/or an Insolvency Event affecting the College, the College must not share any information about Learners, including but not limited to Department Data, with another organisation unless the Department provides written authorisation for the College to do so. In addition, the College shall not recruit Learners from another college that has been issued with a notice of termination and/or in relation to whom an Insolvency Event has occurred, without the permission of the Department.
33.6 The College hereby grants the Department a non-exclusive licence to access the College’s Premises from the date of a notice of termination for such periods as may be reasonably necessary to enable the Department to retrieve the information referred to in Clause 33.4. The Department will exercise the rights provided under this clause where the College has failed to comply with Clause 33.4 and the obligations set out in Schedule 6 (Exit Arrangements).
33.7 The termination or expiry of this Agreement shall be without prejudice to rights of either Party accrued prior to the Termination Date or Expiry Date and shall not affect the continuing rights of the...
CONSEQUENCES OF TERMINATION AND EXPIRY. 10.1 Notwithstanding the service of a notice to terminate the Framework Agreement under clause 8, the Contractor shall continue to fulfil its obligations under the Framework Agreement until the date of expiry or termination of the Framework Agreement or such other date as required under this Clause 9.
10.2 Termination or expiry of the Framework Agreement shall not cause any Call- Off Contracts to terminate automatically. For the avoidance of doubt, all Call- Off Contracts shall remain in force unless and until they are terminated or expire in accordance with their own terms.
10.3 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry.
CONSEQUENCES OF TERMINATION AND EXPIRY. 11.1 In the event of termination in accordance with Clause 10 the CLIENT shall reimburse the SERVICE PROVIDER any Charges incurred prior to termination which are wholly, reasonably and properly chargeable by the SERVICE PROVIDER in connection with the Contract. The CLIENT shall not be liable to pay any severance payment or compensation to the SERVICE PROVIDER for loss of profits suffered as a result of the termination.
11.2 Termination, or partial termination, or expiry in accordance with Clause 10 shall not prejudice or affect any right of action or remedy that shall have accrued or shall thereafter accrue to either party.
11.3 In the event of termination of the Contract for any reason:
11.3.1 the SERVICE PROVIDER shall return to the CLIENT all CLIENT Property and all CLIENT Data and other items belonging to the CLIENT in its possession;
11.3.2 subject to the payment of the appropriate portion of the Charges the SERVICE PROVIDER shall provide the CLIENT with a copy of all work undertaken to date (whether completed or not); and
11.3.3 the SERVICE PROVIDER shall at the CLIENT‟s request use reasonable endeavours to novate any agreements between the SERVICE PROVIDER and any third parties that are relevant to the receipt of the Ordered Services by the CLIENT. The CLIENT shall reimburse the SERVICE PROVIDER‟s reasonable expenses in effecting such novations subject to the SERVICE PROVIDER obtaining prior written approval of such expenses.
11.4 Upon expiry or termination for any reason, the SERVICE PROVIDER shall render reasonable assistance to the CLIENT (and any third parties appointed by the CLIENT) if requested, to the extent necessary to effect an orderly assumption of the Services. Where such assistance is required, the CLIENT shall reimburse the SERVICE PROVIDER for such assistance at the Fees that had prevailed for the same or similar services under the Contract.
11.5 The provisions of Clauses 1, 12, 13, 14, 15, 16, 18, 20, 23, 26, 29, 32 and 43 and the provisions of Schedule 2-1 shall survive the termination or expiry of this Contract.
