Post-Termination Transition Clause Samples
The Post-Termination Transition clause outlines the procedures and obligations that parties must follow after a contract ends. Typically, this clause specifies actions such as returning confidential information, transferring assets, or providing transitional support to ensure a smooth handover. Its core practical function is to minimize disruption and clarify responsibilities during the period immediately following contract termination, thereby reducing the risk of disputes or operational gaps.
POPULAR SAMPLE Copied 7 times
Post-Termination Transition. (i) AbbVie shall provide to Voyager a fair and accurate description of the status of the Exploitation of any At-Termination Product in the Field in such Terminated Territory through the effective date of termination with respect to such Terminated Territory;
(ii) if Voyager so requests, and to the extent permitted under the relevant agreement at the time of termination, AbbVie shall transfer to Voyager any agreements between AbbVie or any of its Affiliates, on the one hand, and any Affiliate or Third Party, on the other hand, solely relating to the Exploitation of any At-Termination Products in the Field in such Terminated Territory to which AbbVie or any of its Affiliates or any Sublicensees is a party that; provided that to the extent that the assignment by AbbVie of any agreement pursuant to this Section 16.4.2(c)(ii) requires any notice to or consent of the relevant Third Party counterparty to such agreement, or requires the separation of such agreement into an agreement that is retained by AbbVie or such Affiliate and an agreement that is assignable to (or entered into by) Voyager, as applicable (A) AbbVie shall use reasonable efforts to give such notice and (B) the Parties will reasonably cooperate to (1) obtain such consent or (2) at the request and with the reasonable assistance of Voyager, negotiate such separation, in each case ((A) and (B)), as soon as practicable, provided that neither AbbVie nor any of its Affiliates shall be required to make any payments or agree to any material undertakings in connection therewith, and until such notice is given, such consent is obtained or such separation is executed, the Parties will reasonably cooperate to provide to Voyager the benefits under such agreement to the extent applicable to the rights to be assigned to Voyager and Voyager will be responsible for all the losses, taxes, liabilities or obligations under such agreement to the extent applicable to the benefits provided to Voyager under such agreement;
(iii) AbbVie shall as promptly as practicable transfer to Voyager or Voyager’s designee copies of all data, reports, records and materials, including all non-clinical and clinical data relating to any of such At-Termination Products and all adverse event or other safety data, in AbbVie’s (or its Affiliate’s) possession and Control to the extent that such data, reports, records or materials solely relate to the Exploitation of any At-Termination Product in the Field in such Terminated Territory; provid...
Post-Termination Transition. Upon termination of this Agreement, Manager will:
(a) provide to a successor Manager designated by EEP all original files and records in Manager's possession or under Manager's control relating to the Properties or the Services rendered by Manager hereunder, excluding, however, employee records (provided that Manager may retain a duplicate of files and records furnished to such successor Manager);
(b) to the extent assignable, assign to EEP or its designee all permits and licenses, if any, held by Manager on behalf of Reserves that are necessary or desirable for the continued operation of the Properties in the manner in which they were operated upon termination of this Agreement;
(c) cooperate with EEP's transfer of the management of the Properties in the manner provided under this Agreement and execute such instruments and take such further action as EEP may reasonably request to transfer the same; and
(d) at EEP's request, provide transition services for up to 90 days after termination of this Agreement in order to facilitate the transfer of operations of the Properties to a new operator designated by Reserves; provided, however, that during such transition period, Reserves shall continue to pay Manager the Management Incentive Fee, prorated to the number of days of transition services provided by Manager and continue to reimburse Manager, as provided in Section 5.3, for costs and expenses incurred by Manager in connection with transition services.
Post-Termination Transition. All monetary and non-monetary obligations of the parties owing or to be performed or discharged prior to the date of termination or expiration shall survive termination until such obligations have been performed or discharged. 11 MISCELLANEOUS 11.1 Currency Unless otherwise specified, all dollar amounts referred to in this Agreement are in lawful money of Canada.
Post-Termination Transition. Upon termination of this Agreement, Manager will:
(a) provide to the Company all original files and records in Manager's possession or under Manager's control relating to the Properties or the Services rendered by Manager hereunder, excluding, however, employee records;
(b) to the extent assignable, assign to Company or its designee all permits and licenses held by Manager that are necessary or desirable for the operation of the Properties in the manner in which they were operated upon termination of this Agreement;
(c) cooperate with the Company's transfer of the operations of the Properties and execute such instruments and take such further action as the Company may reasonably request to transfer operations; and
(d) at the Company's request, provide transition services for up to 60 days after termination of this Agreement in order to facilitate the transfer of operations of the Properties to a new operator designated by the Company; provided that during such transition period, Company shall continue to pay Manager the Manager's Fee, prorated to the number of days of transition services provided by Manager and continue to reimburse Manager, as provided in Section 5.02, for costs and expenses incurred by Manager in connection with transition services.
Post-Termination Transition. In the event this Agreement terminates but any Policies remain in effect (not including any Policies assumed by the Administrator pursuant to an assumption reinsurance agreement), the Company and the Administrator will cooperate in effecting a smooth transition of the Policy Services back to the Company and of minimizing any disruption or inconvenience to the Company and its policyholders and agents. Except for a termination that occurs pursuant to Article 7.01 due to the Company's material breach of this Agreement, the Company may at its option require the Administrator to continue to provide Policy Services for up to six months following the termination.
Post-Termination Transition. Upon termination of this Agreement, Manager will:
(a) provide to a successor Manager designated by EEP all original files and records in Manager’s possession or under Manager’s control relating to the Services rendered by Manager hereunder, and all records of Third Party service providers and employees;
(b) to the extent assignable, assign to EEP or its designee all permits, licenses, contracts and other rights related to EEP or the Fund, if any, held by Manager on behalf of EEP or the Fund that EEP deems necessary or desirable;
(c) cooperate with EEP’s transfer of the management of the Business and execute such instruments and take such further action as EEP may reasonably request to transfer the same; and
(d) at EEP’s request, provide transition services for up to 90 days after termination of this Agreement in order to facilitate the transfer of operations of the Business to a new operator designated by EEP; provided, however, that during such transition period, EEP shall continue to pay Manager the Management Fee, prorated to the number of days of transition services provided by Manager and continue to reimburse Manager, as provided in Section 5.3, for costs and expenses incurred by Manager in connection with transition services;
(e) refrain in any way from soliciting any Third Party or employee to cease providing Services to EEP or otherwise interfere with EEP’s relationship with such Third Party or employee; and
(f) to the extent that any provider of Services to EEP has a direct contractual relationship with Manager, Manager shall, at no cost to EEO, use its best efforts to transfer such relationship to EEP if so requested by EEP.
Post-Termination Transition. Upon termination of MEI’s rights under this Agreement for any reason other than a termination by MEI under Section 10.3(a) for Presage’s material breach, this Section 10.4(c) shall apply.
Post-Termination Transition. In the event Lessee remains in possession of all or any portion of the Leased Properties after the expiration or earlier termination of this Master Lease at the request of Lessor pending the transition of all or any portion of the Leased Properties to Lessor or its designee pursuant to Section 34.2 hereof, the Rent due from Lessee hereunder shall be equal to the Rent paid by Lessee immediately prior to the expiration or earlier termination of this Master Lease with respect to such Leased Property(ies).
Post-Termination Transition. If this Agreement is terminated for any reason, the licenses granted by Teekay to TOO hereunder will terminate immediately, and TOO shall have a period of 12 months to remove the Licensed Marks from the Vessels and to cease using the Licensed Marks elsewhere in the TOO Business (the “Transition Period”). During the Transition Period, to the extent TOO continues to use the Licensed Marks, any such use shall be in compliance with terms of this Agreement.
Post-Termination Transition. Following a timely notice of termination pursuant to Section 11 of this Agreement, or actual expiration effected pursuant to Section 10 of this Agreement, each party shall promptly afford the other party its full good faith cooperation in aiding either party to effect a transition. The cooperation contemplated by this Section 12 8 9 includes all acts reasonably necessary in such transition. Without limiting the generality of the foregoing, Ferrostaal shall continue to be bound by and, at Geneva's request, administer all orders that are open on the date of termination, including, but not limited to, making payment for any Product delivered or produced and identified to such orders, such payment to be made by Ferrostaal in accordance with the terms provided for in this Agreement (provided that Ferrostaal shall continue to be entitled to receive the Sales Allowance and Discount as provided in Sections 3.5.1 and 3.5.2 of this Agreement), and Geneva shall continue to be bound by and perform all such orders accepted by Geneva prior to such termination.