Common use of Partial Termination Clause in Contracts

Partial Termination. (a) Unless identified on Annex A or Annex B as ineligible for termination prior to the expiration of the Service Term, all Services are eligible for termination prior to the expiration of the Service Term (“Eligible Services”). The Service Recipient may, upon providing sixty (60) days written notice to the Service Provider and satisfying any such other requirements specified in Annex A or Annex B with respect to any such Eligible Service, terminate any Eligible Services that, prior to the expiration of the Service Term, are no longer needed from the Service Provider, in which case this Agreement will terminate as to such Eligible Services (a “Partial Termination”); provided, that such termination shall not relieve the Service Recipient from any obligations arising under this Agreement prior to the termination of such Service(s) or its obligations with regard to those Services it continues to receive. The Parties will mutually agree as to the effective date of any Partial Termination. (b) In the event of any termination prior to the scheduled expiration of the Service Term or of any Partial Termination hereunder, with respect to any terminated Services in which the Fee for such terminated Services is charged as a flat monthly rate, if termination occurs other than the end of the month, there will be no proration of the monthly rate. To the extent any amounts due or advances made hereunder related to costs or expenses that have been or will be incurred and that cannot be recovered by the Service Provider, such amounts due or advances made will not be prorated or reduced and the Service Provider will not be required to refund to the Service Recipient any prorated amount for such costs or expenses; and the Service Recipient will reimburse the Service Provider for (i) Service Recipient’s proportional share of any Third Party costs or charges that are required to be paid in connection with the provision of any Services and that cannot be terminated and (ii) any Third Party cancellation or similar charges incurred as a result of the Service Recipient’s early termination.

Partial Termination. (a) Unless identified on Annex A or Annex B as ineligible for termination prior to the expiration of the Service Term, all Services are eligible for termination prior to the expiration of the Service Term (“Eligible Services”). The Service Recipient may, upon providing sixty (60) will provide no less than 30 days written notice (unless a shorter time is mutually agreed upon by the Parties or unless otherwise specified in Annex B or Annex C with respect to a Service) to the Service Provider and satisfying of any such other requirements specified in Annex A or Annex B with respect to any such Eligible Service, terminate any Eligible Services that, prior to the expiration of the Service TermTerm or Term Extension, are no longer needed from the Service Provider, in which case this Agreement will terminate as to such Eligible Services (a “Partial Termination”); provided, that such termination shall not relieve the Service Recipient from any obligations arising under this Agreement prior to the termination of such Service(s) or its obligations with regard to those Services it continues to receive. The Parties will mutually agree as to the effective date of any Partial Termination. (b) In the event of any termination prior to the scheduled expiration of the Service Term or of any Partial Termination hereunder, with respect to any terminated Services in which the Fee for such terminated Services is charged as a flat monthly rate, if termination occurs other than the end of the month, there will be no proration of the monthly rate. To the extent any amounts due or advances made hereunder related to costs or expenses that have been or will be incurred and that cannot be recovered by the Service Provider, such amounts due or advances made will not be prorated or reduced and the Service Provider will not be required to refund to the Service Recipient any prorated amount for such costs or expenses; and the Service Recipient will reimburse the Service Provider for (i) Service Recipient’s proportional share of any Third Party costs or charges that are required to be paid in connection with the provision of any Services and that cannot be terminated and (ii) any Third Party cancellation or similar charges incurred as a result of the Service Recipient’s early termination.

Partial Termination. (a) Unless identified on Annex A C or Annex B D as ineligible for termination prior to the expiration of the Service Term, all Services are eligible for termination prior to the expiration of the Service Term (“Eligible Services”). The Service Recipient may, upon providing sixty (60) 60 days written notice to the Service Provider and satisfying any such other requirements specified in Annex A C or Annex B D with respect to any such Eligible Service, terminate any Eligible Services that, prior to the expiration of the Service Term, are no longer needed from the Service Provider, in which case this Agreement will terminate as to such Eligible Services (a “Partial Termination”); provided, that such termination shall not relieve the Service Recipient from any obligations arising under this Agreement prior to the termination of such Service(s) or its obligations with regard to those Services it continues to receive. The Parties will mutually agree as to the effective date of any Partial Termination. (b) In the event of any termination prior to the scheduled expiration of the Service Term or of any Partial Termination hereunder, with respect to any terminated Services in which the Fee for such terminated Services is charged as a flat monthly rate, if termination occurs other than the end of the month, there will be no proration of the monthly rate. To the extent any amounts due or advances made hereunder related to costs or expenses that have been or will be incurred and that cannot be recovered by the Service Provider, such amounts due or advances made will not be prorated or reduced and the Service Provider will not be required to refund to the Service Recipient any prorated amount for such costs or expenses; and the Service Recipient will reimburse the Service Provider for (i) Service Recipient’s proportional share of any Third Party costs or charges that are required to be paid in connection with the provision of any Services and that cannot be terminated and (ii) any Third Party cancellation or similar charges incurred as a result of the Service Recipient’s early termination.

Partial Termination. (a) Unless identified on Annex A or Annex B as ineligible for termination prior to the expiration of the Service Term, all identifies those Services that are eligible for termination prior to the expiration of the Service Term (“Eligible Services”). The Service Recipient may, upon providing sixty (60) days written notice to the Service Provider the notice specified in Annex B and satisfying any such other requirements specified in Annex A or Annex B with respect to any such Eligible Service, terminate any Eligible Services that, prior to the expiration of the Service Term, are no longer needed from the Service Provider, in which case this Agreement will terminate as to such Eligible Services (a “Partial Termination”); provided, that such termination shall not relieve the Service Recipient from any obligations arising under this Agreement prior to the termination of such Service(s) or its obligations with regard to those Services it continues to receive. The Parties will mutually agree as to the effective date of any Partial Termination. (b) In the event of any termination prior to the scheduled expiration of the Service Term or of any Partial Termination hereunder, with respect to any terminated Services in which the Fee for such terminated Services is charged as a flat monthly rate, if termination occurs other than the end of the month, there will be no proration of the monthly rate. To the extent any amounts due or advances made hereunder related to costs or expenses that have been or will be incurred and that cannot be recovered by the Service Provider, such amounts due or advances made will not be prorated or reduced and the Service Provider will not be required to refund to the Service Recipient any prorated amount for such costs or expenses; and the Service Recipient will reimburse the Service Provider for (i) Service Recipient’s proportional share of any Third Party third party costs or charges that are required to be paid in connection with the provision of any Services and that cannot be terminated and (ii) any Third Party third party cancellation or similar charges incurred as a result of the Service Recipient’s early termination.

Partial Termination. (a) Unless identified on Annex A or Annex B as ineligible for termination prior to the expiration of the Service Term, all Services are eligible for termination prior to the expiration of the Service Term (“Eligible Services”). The Service Recipient may, upon providing sixty (60) will provide no less than 30 days written notice (unless a shorter time is mutually agreed upon by the Parties or unless otherwise specified in Annex B or Annex C with respect to a Service) to the Service Provider and satisfying of any such other requirements specified in Annex A or Annex B with respect to any such Eligible Service, terminate any Eligible Services that, prior to the expiration of the Service TermTerm or Term Extension, are no longer needed from the Service Provider, in which case this Agreement will terminate as to such Eligible Services (a “Partial Termination”); provided, that such termination shall not relieve the Service Recipient from any obligations arising under this Agreement prior to the termination of such Service(s) or its obligations with regard to those Services it continues to receive. The Parties will mutually agree as to the effective date of any Partial Termination. (b) In the event of any termination prior to the scheduled expiration of the Service Term or of any Partial Termination hereunder, with respect to any terminated Services in which the Fee for such terminated Services is charged as a flat monthly rate, if termination occurs other than the end of the month, there will be no proration of the monthly rate. To the extent any amounts due or advances made hereunder related to costs or expenses that have been or will be incurred and that cannot be recovered by the Service Provider, such amounts due or advances made will not be prorated or reduced and the Service Provider will not be required to refund to the Service Recipient any prorated amount for such costs or expenses; and the Service Recipient will reimburse the Service Provider for (i) Service Recipient’s proportional share of any Third Party third party costs or charges that are required to be paid in connection with the provision of any Services and that cannot be terminated and (ii) any Third Party third party cancellation or similar charges incurred as a result of the Service Recipient’s early termination.

Partial Termination. (a) Unless identified on Annex A or Annex B as ineligible for termination prior to the expiration of the Service Term, all Services are eligible for termination prior to the expiration of the Service Term (“Eligible Services”). The Service Recipient may, upon providing sixty (60) will provide no less than 30 days written notice (unless a shorter time is mutually agreed upon by the Parties or unless otherwise mutually agreed by the Parties with respect to a Service) to the Service Provider and satisfying of any such other requirements specified in Annex A or Annex B with respect to any such Eligible Service, terminate any Eligible Services that, prior to the expiration of the Service TermTerm or Term Extension, are no longer needed from the Service Provider, in which case this Agreement will terminate as to such Eligible Services (a “Partial Termination”); provided, that such termination shall not relieve the Service Recipient from any obligations arising under this Agreement prior to the termination of such Service(s) or its obligations with regard to those Services it continues to receive. The Parties will mutually agree as to the effective date of any Partial Termination. (b) In the event of any termination prior to the scheduled expiration of the Service Term or of any Partial Termination hereunder, (i) with respect to any terminated Services in which the Fee for such terminated Services is charged as a flat monthly rate, if termination occurs other than the end of the month, there the Fee for that month will be no proration of pro rated to reflect a partial month, and (ii) with respect to any other terminated Services, all amounts due pursuant to the monthly rateterms hereof with respect to the terminated Services will be appropriately pro rated and reduced to reflect such shortened period during which such Services are actually provided hereunder, and each Party will refund to the other Party an appropriate pro rated amount for any such Services that have been paid for by such other Party in advance. To the extent any amounts due or advances made hereunder related to costs or expenses that have been or will be incurred and that cannot be recovered by the Service Provider, such amounts due or advances made will not be prorated or reduced and the Service Provider will not be required to refund to the Service Recipient any prorated amount for such costs or expenses; and the Service Recipient will reimburse the Service Provider for (i) Service Recipient’s proportional share of any Third Party costs or charges that are required to be paid in connection with the provision of any Services and that cannot be terminated and (ii) any Third Party cancellation or similar charges incurred as a result of the Service Recipient’s early termination.

Partial Termination. (a) Unless identified on Annex A or Annex B as ineligible for termination prior to the expiration of the Service Term, all Services are eligible for termination prior to the expiration of the Service Term (“Eligible Services”). The Service Recipient may, upon providing sixty (60) days will provide no less than ten Business Day’s prior written notice (unless a shorter time is mutually agreed upon by the Parties or unless otherwise specified in Annex B or Annex C with respect to a Service) to the Service Provider and satisfying of any such other requirements specified in Annex A or Annex B with respect to any such Eligible Service, terminate any Eligible Services that, prior to the expiration of the Service TermTerm or Term Extension, for any reason, are no longer needed from the Service Provider, in which case this Agreement will terminate as to such Eligible Services (a “Partial Termination”); provided. Notwithstanding the foregoing, that such termination shall a Partial Termination during the first 12 months after the Spin-off Date will not relieve the Service Recipient from any obligations arising under this Agreement prior its obligation to pay the termination of entire amount owed for such Service(s) or its obligations with regard to those Services it continues to receiveService for the initial 12 month period. The Parties will mutually agree as to the effective date of any Partial Termination. (b) In Subject to Section 6.3(a), in the event of any permitted termination prior to the scheduled expiration of the Service Term or of any Partial Termination hereunder, with respect to any terminated Services in which the Fee for such terminated Services is charged as a flat monthly rate, if termination occurs other than the end of the month, there will be no proration of the monthly rate. To the extent any amounts due or advances made hereunder related to costs or expenses that have been or will be incurred and that cannot be recovered by the Service Provider, such amounts due or advances made will not be prorated or reduced and the Service Provider will not be required to refund to the Service Recipient any prorated amount for such costs or expenses; and the Service Recipient will reimburse the Service Provider for (i) Service Recipient’s proportional share of any Third Party third party costs or charges that are required to be paid in connection with the provision of any Services and that cannot be terminated and (ii) any Third Party third party cancellation or similar charges incurred as a result of the Service Recipient’s early termination.

Partial Termination. (a) Unless identified on Annex Except as otherwise provided in this Agreement or Schedule A or Annex B Schedule B, a Service Recipient shall be entitled to terminate one (1) or more Services in their entirety being provided by any Service Provider for any reason or no reason at all, by providing at least (i) ninety (90) days’ prior written notice of its intent to terminate, if such notice does not include a request for the Service Provider’s good faith estimate of the Termination Charges, or (ii) one hundred and twenty (120) days’ prior written notice of its intent to terminate, if such notice includes a request for the Service Provider’s good faith estimate of the Termination Charges (as ineligible for defined in Section 5.05(d)) that would be incurred in connection with such termination prior to (the expiration “Termination Estimate Request Notice”). If applicable, the Service Provider shall respond with a good faith estimate of the Termination Charges (the “Partial Termination Estimate”) within fifteen (15) days of receipt of the Termination Estimate Request Notice. If a Termination Estimate Request Notice is delivered, following receipt of the Service TermProvider’s estimate, all Services are eligible for termination prior to the expiration of the Service Term (“Eligible Services”). The a Service Recipient may, upon may elect to proceed with its decision to terminate by providing sixty no less than ninety (6090) days days’ prior written notice to the Service Provider. In connection with any termination pursuant to this Section 5.04(a), the Service Recipient shall be responsible for all Termination Charges actually incurred by the Service Provider and satisfying any as a result of such other requirements specified in Annex A or Annex B early termination; provided, that, with respect to any such Eligible Servicetermination pursuant to clause (ii) above, terminate any Eligible Services that, prior to the expiration of the Service Term, are no longer needed from the Service Provider’s Partial Termination Estimate was provided in good faith. For the avoidance of doubt, in which case this Agreement will terminate as to such Eligible Services (a “Partial Termination”); provided, that such termination shall not relieve the Service Recipient from any obligations arising under may only terminate a Service pursuant to this Agreement prior to the termination of such Service(sSection 5.04(a) or its obligations with regard to those Services if it continues to receive. The Parties will mutually agree as to the effective date of any Partial Terminationsimultaneously terminates all Related Services; provided further that no Service may be terminated in part. (b) In the event of any termination prior to the scheduled expiration of the Service Term or of any Partial Termination hereunder, with respect to any terminated Services in which the Fee for such terminated Services is charged as that a flat monthly rate, if termination occurs other than the end of the month, there will be no proration of the monthly rate. To the extent any amounts due or advances made hereunder related to costs or expenses that have been or will be incurred and that cannot be recovered by the Service Provider, such amounts due or advances made will not be prorated or reduced and the Service Provider will not be required to refund to the Service Recipient any prorated amount for such costs reduces or expenses; and the Service Recipient will reimburse the Service Provider for (i) Service Recipient’s proportional share of any Third Party costs or charges that are required to be paid in connection with suspends the provision of any Services Service due to a Force Majeure Event and that cannot be terminated and such reduction or suspension continues for fifteen (ii15) any Third Party cancellation or similar charges incurred as a result of days, the Service Recipient’s early Recipient may immediately terminate such Service, upon written notice and without any obligations therefor, including any Cost of Services in respect thereof; provided, however, that Service Recipient shall remain obligated to Service Provider for any Cost of Services actually incurred by Service Provider prior to such termination.

Partial Termination. Exhibit 10.3 (a) Unless identified on Annex A or Annex B as ineligible for termination prior to the expiration of the Service Term, all Services are eligible for termination prior to the expiration of the Service Term (“Eligible Services”). The Service Recipient may, upon providing sixty (60) will provide no less than 30 days written notice (unless a shorter time is mutually agreed upon by the Parties or unless otherwise specified in Annex B or Annex C with respect to a Service) to the Service Provider and satisfying of any such other requirements specified in Annex A or Annex B with respect to any such Eligible Service, terminate any Eligible Services that, prior to the expiration of the Service TermTerm or Term Extension, are no longer needed from the Service Provider, in which case this Agreement will terminate as to such Eligible Services (a “Partial Termination”); provided, that such termination shall not relieve the Service Recipient from any obligations arising under this Agreement prior to the termination of such Service(s) or its obligations with regard to those Services it continues to receive. The Parties will mutually agree as to the effective date of any Partial Termination. (b) In the event of any termination prior to the scheduled expiration of the Service Term or of any Partial Termination hereunder, with respect to any terminated Services in which the Fee for such terminated Services is charged as a flat monthly rate, if termination occurs other than the end of the month, there will be no proration of the monthly rate. To the extent any amounts due or advances made hereunder related to costs or expenses that have been or will be incurred and that cannot be recovered by the Service Provider, such amounts due or advances made will not be prorated or reduced and the Service Provider will not be required to refund to the Service Recipient any prorated amount for such costs or expenses; and the Service Recipient will reimburse the Service Provider for (i) Service Recipient’s proportional share of any Third Party costs or charges that are required to be paid in connection with the provision of any Services and that cannot be terminated and (ii) any Third Party cancellation or similar charges incurred as a result of the Service Recipient’s early termination.

Partial Termination. Seller's obligations to manufacture and supply Products to the Buyer hereunder and Buyer's obligations to purchase such Products (hereinafter the "Supply Relationship") may be terminated as follows: (a) Unless identified on Annex A by one party in the event the other substantially fails to perform or Annex B as ineligible for termination prior otherwise substantially breaches any of its obligations under this Agreement by giving notice of its intent to terminate and stating the grounds therefor. The party receiving the notice shall, subject to the expiration provisions of the Service TermSection 10.13, all Services are eligible for termination prior to the expiration of the Service Term (“Eligible Services”). The Service Recipient may, upon providing have sixty (60) days written from the date of receipt thereof to cure the failure or breach. In the event such breach is cured, the notice to shall be of no effect. In the Service Provider and satisfying any such other requirements specified in Annex A or Annex B with respect to any such Eligible Serviceevent it is not cured, the Agreement shall, without further action, terminate any Eligible Services thatat the end of such sixty (60) day period, prior provided, however, if the failure to perform or other breach is due to circumstances referred to in Section 10.10 and such party is making all reasonable efforts to perform or cure such breach as provided in such Section 10.10, this Section 9.2(a) shall not apply unless or until the expiration of the Service Term, are no longer needed failure to perform or other breach shall have lasted continuously for ninety (90) days from the Service Providerinitial receipt of notice of breach. *** CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, in which case this Agreement will terminate as to such Eligible Services (a “Partial Termination”); providedAS AMENDED, that such termination shall not relieve the Service Recipient from any obligations arising under this Agreement prior to the termination of such Service(s) or its obligations with regard to those Services it continues to receiveAND HAS BEEN FILED SEPARATELY WITH THE COMMISSION. The Parties will mutually agree as to the effective date of any Partial TerminationTHE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS. (b) In By one party in the event (i) the other party shall at any time seek appointment of a receiver, trustee, custodian, fiscal agent or similar officer for such party or its assets or make a general assignment for the benefit of creditors, (ii) is adjudicated a bankrupt or insolvent, or (iii) if a petition in bankruptcy, or any termination prior reorganization shall be commenced by, against or in respect of such other party seeking (A) to the scheduled expiration of the Service Term or of any Partial Termination hereunder, have an order for relief entered with respect to any terminated Services such party or (B) reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, or other relief with respect to such party or its debts and shall remain undismissed for more than sixty (60) days. (c) As provided for in which the Fee for such terminated Services is charged as a flat monthly rate, if termination occurs other than the end of the month, there will be no proration of the monthly rate. To the extent any amounts due or advances made hereunder related to costs or expenses that have been or will be incurred and that cannot be recovered by the Service Provider, such amounts due or advances made will not be prorated or reduced and the Service Provider will not be required to refund to the Service Recipient any prorated amount for such costs or expenses; and the Service Recipient will reimburse the Service Provider for (i) Service Recipient’s proportional share of any Third Party costs or charges that are required to be paid in connection with the provision of any Services and that cannot be terminated and (ii) any Third Party cancellation or similar charges incurred as a result of the Service Recipient’s early terminationSection 9.4 below.

Partial Termination. (a) Unless identified on Annex A or Annex B as ineligible for termination prior to the expiration of the Service Term, all Services are eligible for termination prior to the expiration of the Service Term (“Eligible Services”). The Service Recipient may, upon providing sixty (60) will provide no less than 30 days written notice (unless a shorter time is mutually agreed upon by the Parties or unless otherwise specified in Annex B or Annex C with respect to a Service) to the Service Provider and satisfying of any such other requirements specified in Annex A or Annex B with respect to any such Eligible Service, terminate any Eligible Services that, prior to the expiration of the Service TermTerm or Term Extension, are no longer needed from the Service Provider, in which case this Agreement will terminate as to such Eligible Services (a “Partial Termination”); provided, that such termination shall not relieve the Service Recipient from any obligations arising under this Agreement prior to the termination of such Service(s) or its obligations with regard to those Services it continues to receive. The Parties will mutually agree as to the effective date of any Partial Termination. (b) In the event of any termination prior to the scheduled expiration of the Service Term or of any Partial Termination hereunder, with respect to any terminated Services in which the Fee for such terminated Services is charged as a flat monthly rate, if termination occurs other than the end of the month, there will be no proration of the monthly rate. To the extent any amounts due or advances made hereunder related to 10 costs or expenses that have been or will be incurred and that cannot be recovered by the Service Provider, such amounts due or advances made will not be prorated or reduced and the Service Provider will not be required to refund to the Service Recipient any prorated amount for such costs or expenses; and the Service Recipient will reimburse the Service Provider for (i) Service Recipient’s proportional share of any Third Party costs or charges that are required to be paid in connection with the provision of any Services and that cannot be terminated and (ii) any Third Party cancellation or similar charges incurred as a result of the Service Recipient’s early termination.

Partial Termination. (a) Unless identified on Annex A or Annex B as ineligible for termination prior If the Ministry seeks to the expiration of the Service Term, all Services are eligible for termination prior to the expiration of the Service Term (“Eligible Services”). The Service Recipient may, upon providing sixty (60) days written notice to the Service Provider and satisfying any such other requirements specified in Annex A or Annex B with respect to any such Eligible Service, properly terminate any Eligible Services that, prior to the expiration of the Service Term, are no longer needed from the Service Provider, in which case this Agreement will terminate as to such Eligible Services (a “Partial Termination”); provided, that such termination shall not relieve the Service Recipient from any obligations arising under this Agreement prior to completion of the termination of such Service(s) last Grant Funded Site it may, without prejudice to any other right or its obligations with regard to those Services it continues to receive. The Parties will mutually agree as remedy available to the effective date Ministry, elect to exercise that right of termination in respect of any Partial Termination. (b) In the event of any termination prior to the scheduled expiration of the Service Term or of any Partial Termination hereunder, with respect to any terminated remaining Design and Build Services in which case: a the Fee for such rights and obligations under this Agreement will be terminated Services to the extent they relate to: i if the termination is charged as due to a flat monthly rateForce Majeure Event or material breach, if termination occurs other than the end Service or site that was subject to the Force Majeure Event or was the cause of the monthmaterial breach (an Excluded Site or Service); ii non Grant Funded Sites or Services to be provided using the non Grant Funded Sites; iii the Design and Build Services at Grant Funded Sites where civil construction has not begun at the date of termination and those Grant Funded Sites that are not Site Integrated at the date of termination and which, there will with the Ministry’s agreement (not to be no proration of the monthly rate. To the extent any amounts due or advances made hereunder related unreasonably withheld), Vodafone elects not to costs or expenses complete; iv Ongoing Services in relation to Grant Funded Sites that have not been completed or will be incurred and that cannot be recovered by the Service Provider, such amounts due or advances made will not be prorated completed pursuant to clause 20.10(b); b Vodafone will provide the Design and Build Services for those Grant Funded Sites that it had commenced construction of at the date of termination and which it, with the Ministry’s agreement (not to be unreasonably withheld), elects to complete; c the Ministry will continue to pay the Grant for any completed Grant Funded Sites whether completed at the date of termination or reduced completed after termination (in accordance with clause 20.10(b)); d Vodafone will continue to provide the Ongoing Services in relation to the Grant Funded Sites that are complete at the date of termination or which are completed after termination in accordance with clause 20.10(b) (other than in respect of any Excluded Site or Service) but the nature of the Services to be provided in relation to these sites will change so that Vodafone is only required to provide these Services at the levels of coverage and other quality of service that the Service Provider will relevant site is operating at when the site completed the acceptance testing; e The Ministry shall not be required entitled to refund recover any Grants paid or any costs incurred by it in building (or having built) broadband infrastructure that covers in whole or part any coverage achieved by the Grant Funded Sites that Vodafone continues to provide Ongoing Service from. f where the right of termination arises under clause 20.3 or 20.4 the Ministry will pay termination charges calculated in accordance with clause 20.5 but recognising the partial nature of the termination; and effect to the Service Recipient any prorated amount for such costs or expenses; partial termination and the Service Recipient this will reimburse the Service Provider for (i) Service Recipient’s proportional share of any Third Party costs or charges that are required to be paid in connection with the provision of any Services and that cannot be terminated and (ii) any Third Party cancellation or similar charges incurred treated as a result of the Service Recipient’s early terminationan Unplanned Event, but otherwise will continue unaffected.

Partial Termination. (a) Unless identified on Annex A or Annex B as ineligible for termination prior Subject to the expiration provisions of clauses 39 (Remedial Plan Process), the Customer may, by one month's prior written notice, require the Partial Termination of any part of the Service Term, all Services are eligible for termination prior on the occurrence in relation to the expiration that part of the Service Term (“Eligible Services”). The Service Recipient may, upon providing sixty (60) days written notice to the Service Provider and satisfying any such other requirements specified in Annex A or Annex B with respect to any such Eligible Service, terminate any Eligible Services that, prior to the expiration of the Service Term, are no longer needed from the Service Provider, in which case this Agreement will terminate as to such Eligible Services (a “Partial Termination”); provided, that such termination shall not relieve the Service Recipient from any obligations arising under this Agreement prior to the termination of such Service(s) or its obligations with regard to those Services it continues to receive. The Parties will mutually agree as to the effective date of any Partial Termination. (b) In the event of any termination prior to the scheduled expiration of the Service Term or of any Partial Termination hereunder, with respect to any terminated Services in which the Fee for such terminated Services is charged as a flat monthly rate, if termination occurs other than the end of the month, there will be no proration of the monthly rate. To the extent any amounts due or advances made hereunder related to costs or expenses that have been or will be incurred and that cannot be recovered material Default by the Service Provider, such amounts due or advances where the Default is not capable of remedy or, if the Default is capable of remedy, the Default has not been remedied in accordance with the Remedial Plan Process. The Service Provider shall return to the Customer on demand if, and to the extent it so requires, the aggregate sum of all Reclaimable Milestone Payments paid to the Service Provider in respect of the achievement of Milestones related to any part of the Services partially terminated pursuant to clause 1 (Partial Termination) prior to the relevant Contract Performance Point. The parties shall agree the effect of any Change made will necessary to the Agreement by the Partial Termination, including the effect the Partial Termination may have on any other Services and the Charges, in accordance with the Change Control Procedure, provided that: the Service Provider shall not be prorated or reduced entitled to an increase in the charges if the Partial Termination arises pursuant to clause 1; and any increase to the Charges (if any) shall not be unreasonable and in any event shall be calculated in accordance with the Service Provider's financial model in schedule 7.1 (Charges and Invoicing); and the Service Provider will shall not be required entitled to refund reject the Change. Termination in accordance with this clause Error: Reference source not found shall be without prejudice to any right of action or remedy of either party which has accrued or which subsequently accrues. The Service Provider may terminate this Agreement only: if the Service Recipient any prorated amount for such costs or expenses; Customer is in material breach of its obligation to pay undisputed Charges by giving the Customer ninety (90) days written notice specifying the breach and requiring its remedy and the Service Recipient will reimburse Customer has not remedied the Service Provider for (i) Service Recipient’s proportional share of any Third Party costs or charges breach within that are required notice period; in the circumstances described in clause 41.1; and/or subject to be paid in connection with the provision of any Services and that cannot be terminated and (ii) any Third Party cancellation or similar charges incurred clause 65.8.3, as a result of the Customer's Default the Customer incurs liabilities to the Service Recipient’s early terminationProvider that exceed ninety percent (90%) of the aggregate value of liability caps as set out in clause 103.5 (Limitations on Liability); The Service Provider's right of termination under clause 9 shall not apply to non-payment of the Charges by the Customer where such non-payment is due to the Customer exercising its rights under clause 25 (Recovery of Sums Due). If the Service Provider has a right to terminate this Agreement pursuant to clause , the Customer shall in its sole discretion be entitled to increase its aggregate value of liability caps in order to avoid termination of this Agreement. Where: the Customer exercises its right under this clause the Service Provider shall not be entitled to terminate this Agreement; and the Customer chooses not to exercise its right under this clause the Service Provider shall be entitled to terminate this Agreement. The Service Provider shall not exercise, or purport to exercise, any right to terminate this Agreement (or accept any repudiation of this Agreement) except as expressly set out in this Agreement.

Partial Termination. (a) Unless identified on Annex A or Annex B as ineligible for termination prior to the expiration If a portion of the Service Term, all Services are eligible for termination prior to the expiration Transmission Plant of the Service Term Lessee in connection with which a portion of the Network (“Eligible Services”). The Service Recipient mayincluding software) is utilized shall be sold to a third party which is not the Lessee or an Affiliate of the Lessee, upon providing sixty (60) days at least two months’ prior written notice to the Service Provider Owner Lessor, the Owner Participant and, so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and satisfying the Pass Through Trustee, the Lessee shall have the option, so long as no Significant Lease Default or Lease Event of Default shall have occurred and be continuing and the Lessee simultaneously exercises the corresponding option under Section 14A of the Other Network Leases, to declare such portion of the Network to be surplus to the Lessee’s operations in consequence of such sale of the portion of the Transmission Plant and terminate this Network Lease and the Head Lease in part on any such other requirements specified Termination Date (the date of termination selected by the Lessee being the “ Partial Termination Date”) on the terms and conditions set forth in Annex A or Annex B this Section 14A. The Lessee’s right to partially terminate the Network Lease pursuant to this Section 14A shall be limited to those Components of the Network (and associated software) utilized in connection with that portion of the Transmission Plant which are to be sold to a third party. In no event shall the termination option provided by this Section 14A.1 be used to terminate the Network Lease (a) with respect to any the System Operations Center or the Reliability Operations Center or (b) if, following such Eligible Servicetermination, terminate any Eligible Services that, the Fair Market Sales Value of the Network (as determined by the appraisal conducted pursuant to Section 14A.2) would be less than fifty percent of the Network Cost as of the Closing Date. The Lessee shall not be permitted to effect a Partial Termination more frequently than once in each twenty-four month period unless the sale of the transmission facilities in respect of which such Partial Termination shall occur shall be required by Applicable Law. The Lessee may revoke its notice of Partial Termination so long as such notice is given at least thirty days prior to the expiration of the Service Term, are no longer needed from the Service Provider, in which case this Agreement will terminate as to such Eligible Services (a “Partial Termination”); provided, that such termination shall not relieve the Service Recipient from any obligations arising under this Agreement prior to the termination of such Service(s) or its obligations with regard to those Services it continues to receive. The Parties will mutually agree as to the effective date of any Partial Termination. (b) In the event of any termination prior to the scheduled expiration of the Service Term or of any proposed Partial Termination hereunder, with respect to any terminated Services in which the Fee for such terminated Services is charged as a flat monthly rate, if termination occurs other than the end of the month, there will be no proration of the monthly rate. To the extent any amounts due or advances made hereunder related to costs or expenses that have been or will be incurred and that cannot be recovered by the Service Provider, such amounts due or advances made will not be prorated or reduced and the Service Provider will not be required to refund to the Service Recipient any prorated amount for such costs or expenses; and the Service Recipient will reimburse the Service Provider for (i) Service Recipient’s proportional share of any Third Party costs or charges that are required to be paid in connection with the provision of any Services and that cannot be terminated and (ii) any Third Party cancellation or similar charges incurred as a result of the Service Recipient’s early terminationDate.

Partial Termination. (a) Unless identified on Annex A B or Annex B C as ineligible for termination prior to the expiration of the Service Term, all Services are eligible for termination prior to the expiration of the Service Term (“Eligible Services”). The Service Recipient may, upon providing sixty (60) 60 days written notice to the Service Provider and satisfying any such other requirements specified in Annex A B or Annex B C with respect to any such Eligible Service, terminate any Eligible Services that, prior to the expiration of the Service Term, are no longer needed from the Service Provider, in which case this Agreement will terminate as to such Eligible Services (a “Partial Termination”); provided, that such termination shall not relieve the Service Recipient from any obligations arising under this Agreement prior to the termination of such Service(s) or its obligations with regard to those Services it continues to receive. The Parties will mutually agree as to the effective date of any Partial Termination. (b) In the event of any termination prior to the scheduled expiration of the Service Term or of any Partial Termination hereunder, with respect to any terminated Services in which the Fee for such terminated Services is charged as a flat monthly rate, if termination occurs other than the end of the month, there will be no proration of the monthly rate. To the extent any amounts due or advances made hereunder related to costs or expenses that have been or will be incurred and that cannot be recovered by the Service Provider, such amounts due or advances made will not be prorated or reduced and the Service Provider will not be required to refund to the Service Recipient any prorated amount for such costs or expenses; and the Service Recipient will reimburse the Service Provider for (i) Service Recipient’s proportional share of any Third Party costs or charges that are required to be paid in connection with the provision of any Services and that cannot be terminated and (ii) any Third Party cancellation or similar charges incurred as a result of the Service Recipient’s early termination.