Termination Assistance. Upon nearing the end of the final term or termination of this Agreement, without respect to cause, the Party shall take all reasonable and prudent measures to facilitate any transition required by the State. All State property, tangible and intangible, shall be returned to the State upon demand at no additional cost to the State in a format acceptable to the State.
Termination Assistance. The Customer shall be entitled to require the provision of Termination Assistance at any time during the Call Off Contract Period by giving written notice to the Supplier (a "Termination Assistance Notice") at least four (4) months prior to the Call Off Expiry Date or as soon as reasonably practicable (but in any event, not later than one (1) month) following the service by either Party of a Termination Notice. The Termination Assistance Notice shall specify: the date from which Termination Assistance is required; the nature of the Termination Assistance required; and the period during which it is anticipated that Termination Assistance will be required, which shall continue no longer than twelve (12) months after the date that the Supplier ceases to provide the Services. The Customer shall have an option to extend the Termination Assistance Period beyond the period specified in the Termination Assistance Notice provided that such extension shall not extend for more than six (6) months after the date the Supplier ceases to provide the Services or, if applicable, beyond the end of the Termination Assistance Period and provided that it shall notify the Supplier to such effect no later than twenty (20) Working Days prior to the date on which the provision of Termination Assistance is otherwise due to expire. The Customer shall have the right to terminate its requirement for Termination Assistance by serving not less than (20) Working Days' written notice upon the Supplier to such effect.
Termination Assistance. At the JBE’s request and option, during the Termination Assistance Period, Contractor shall provide, at the same rates charged immediately before the start of the Termination Assistance Period, to the JBE or to its designee (collectively, “Successor”) services reasonably necessary to enable the JBE to obtain from another contractor, or to provide for itself, services to substitute for or replace the Work, together with all other services to allow the Work to continue without interruption or adverse effect and to facilitate the orderly transfer of the Work to the Successor (collectively, the “Termination Assistance Services”). Termination Assistance Services will be provided to the JBE by Contractor regardless of the reason for termination or expiration. At the JBE’s option and election, the JBE may extend the Termination Assistance Period for an additional six (6) months.
Termination Assistance. At the JBE’s request and option, during the Termination Assistance Period, Contractor shall provide, at the same rates charged immediately before the start of the Termination Assistance Period, to the JBE or to its designee (collectively, “Successor”) services reasonably necessary to enable the JBE to obtain from another contractor, or to provide for itself, services to substitute for or replace the Work, together with all other services to allow the Work to continue without interruption or adverse effect and to facilitate the orderly transfer of the Work to the Successor (collectively, the “Termination Assistance Services”). Termination Assistance Services will be provided to the JBE by Contractor regardless of the reason for termination or expiration. “Termination Assistance Period” means the period commencing upon the expiration or termination of this Agreement and each Participating Addendum and expiring six (6) months thereafter, as such period may be extended by the Parties.
Termination Assistance. If this Agreement or any Work Order is terminated prior to completion, for a period of at least thirty (30) calendar days, Contractor, upon request, will provide to LAUSD or its designee termination assistance to allow the Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the Services to District or to another contracted provider. Contractor will make available to LAUSD such information as LAUSD may reasonably request for purposes of transferring the Services back into LAUSD or the purposes of procuring services similar to the Services from a third party.
Termination Assistance. At the Court’s request and option, during the Termination Assistance Period, Contractor shall provide, at the same rates charged immediately before the start of the Termination Assistance Period, to the Court or to its designee (collectively, “Successor”) services reasonably necessary to enable the Court to obtain from another contractor, or to provide for itself, services to substitute for or replace the Work, together with all other services to allow the Work to continue without interruption or adverse effect and to facilitate the orderly transfer of the Work to the Successor (collectively, the “Termination Assistance Services”). Termination Assistance Services will be provided to the Court by Contractor regardless of the reason for termination or expiration. At the Court’s option and election, the Court may extend the Termination Assistance Period for an additional six (6) months.
Termination Assistance. If the Agreement or a Service terminates or expires, in whole or in part, for any reason (including termination by BNY Mellon due to breach by Voya or rejection of the Agreement under applicable bankruptcy Law), Voya may require BNY Mellon, during the Termination Assistance Period, to: (1) continue to perform the terminated or expired Services (or portion thereof), wherein Voya shall continue to pay for such Services that BNY Mellon performs as set forth in Article 8; (2) reasonably cooperate with Voya or another supplier designated by Voya in the transfer of the Services to Voya or such other supplier in order to facilitate the transfer of the Services to Voya or such other supplier; and (3) perform any other services reasonably required to transfer the provision of the terminated or expired Services to Voya or another supplier, including the services set forth in the Exit Plan and Exhibit 13 (the services in clauses (1) through (3), the “Termination Assistance Services”). The Termination Assistance Services shall be considered “Services” and shall be performed in accordance with the Agreement. If there are no established rates for the services in clause (3), the Parties shall negotiate rates for such services consistent with the Fees (e.g., comparable discounts). There shall be no additional Fees for providing the cooperation described in clause (2) unless such cooperation requires additional resources over and above those used to provide the Services without causing disruption in the Services. During a Termination Assistance Period, the Termination Assistance Services shall be of the same quality, level of performance and scope required under the Agreement. For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, to the extent that BNY Mellon is no longer providing accounting services (under a separate accounting agreement) to any Voya Fund(s), BNY Mellon’s obligations pursuant to this Section shall be limited with respect to such Voya Funds to clauses (2)-(3) of this Section.
Termination Assistance. Upon expiration or termination of this Agreement for any reason, Sub-Administrator/Accounting Agent will provide to Administrator termination assistance as described below in order to facilitate an orderly termination of the Services. Such termination assistance will consist of: (i) upon Administrator’s request, the continued provision of the Services during a termination assistance period not to exceed the longer of two (2) years from the date of termination or expiration of the Agreement or such period reasonably requested by Administrator and necessary to avoid business interruption but in no event longer than a combined total of two (2) years and nine (9) months (the “Termination Assistance Period”), (ii) upon reasonable request, delivering to the Administrator copies of the Administrator’s or a Fund’s records, in an XML format or other format reasonably requested by the Administrator, providing assistance to the Administrator and to third parties designated by the Administrator to transfer such records to another vendor or the Administrator; and (iii) providing such other assistance as reasonably requested by the Administrator and agreed to by the Sub-Administrator/Accounting Agent (collectively, the “Termination Assistance Services”). In the event that Administrator wishes to receive Termination Assistance Services, Administrator will provide Sub-Administrator/Accounting Agent with written notice prior to the scheduled termination or expiration of the Agreement, which notice will include the specified period of requested Termination Assistance Services (e.g., 1 month, 6 months, 1 year); provided, however, that Administrator may terminate the Termination Assistance Services and Termination Assistance Period at any time upon written notice to the Sub- Administrator/Accounting Agent and shall pay Sub- Administrator/Accounting Agent its compensation due for such Termination Assistance Services rendered as of the date of such termination. Except as expressly set forth herein, the parties agree that the terms and conditions of this Agreement, including, without limitation, the fees and payment obligations hereunder, shall govern the provision of the Services during any Termination Assistance Period. The Sub- Administrator/Accounting Agent shall be reasonably compensated for the delivery of records, the Services performed during any Termination Assistance Period and any other Termination Assistance Services under clauses (i)-(iii) above, provided, however, ...
Termination Assistance. At the JBE’s request and option, during the Termination Assistance Period, Contractor shall provide, at the same rates charged immediately before the start of the Termination Assistance Period, to the JBE or to its designee (collectively, “Successor”) services reasonably necessary to enable the JBE to obtain from another contractor, or to provide for itself, services to substitute for or replace the Work, together with all other services to allow the Work to continue without interruption or adverse effect and to facilitate the orderly transfer of the Work to the Successor (collectively, the “Termination Assistance Services”). Termination Assistance Services will be provided to the JBE by Contractor regardless of the reason for termination or expiration. At the JBE’s option and election, the JBE may extend the Termination Assistance Period for an additional six (6) months. Survival. Termination of this Agreement shall not affect the rights and/or obligations of the Parties which arose prior to any such termination (unless otherwise provided herein) and such rights and/or obligations shall survive any such expiration or termination. Rights and obligations which by their nature should survive shall remain in effect after termination or expiration of this Agreement, including Sections 3 through 10 of these General Terms and Conditions, and Appendix E.
Termination Assistance. Except as otherwise set forth in a CSP Specific Addendum or any Documentation, CSR will, at least thirty (30) days prior to the effective date of termination or expiration of each End User’s Subscription Term during the Transition Period, or as promptly as possible if less time is available, notify the End Users of the impending termination. The Parties will cooperate in good faith to provide such End Users with instructions regarding how such End Users may continue to receive the applicable or comparable Cloud Services and to timely transition End Users seeking to maintain continuity of such Cloud Services, including, but not limited to, assignment or transfer of End User Cloud Services subscriptions. The Addendum shall fully and finally terminate upon expiration of the final Transition Period for the final Surviving Subscription Term.
