Common use of Termination Assistance Clause in Contracts

Termination Assistance. The Contactor agrees, after receipt of a notice of termination, and except as otherwise directed by the State, the Contactor shall: 1. Stop work under the Contract on the date, and to the extent, specified in the notice; 2. Immediately deliver copies of all subcontracts and all third party contracts executed in connection with the performance of the Services; 3. Place no further orders or subcontracts for Services, except as may be necessary for completion of such portion of the work under the Contract that is not terminated as specified in writing by the State; 4. Assign, to the extent applicable or as the State may require, all subcontracts and all third party contracts executed in connection with the performance of the Services to the State or a successor provider, as the State may require; 5. Perform, as the State may require, such knowledge transfer and other services as are required to allow the Services to continue without interruption or adverse effect and to facilitate orderly migration and transfer of the services to the successor provider; 6. Complete performance of such part of the work as shall not have been terminated; and 7. Take such action as may be necessary, or as the State may direct, for the protection and preservation of the property related to this Contract which is in the possession of the Contractor and in which the State has or may acquire an interest and to transfer that property to the State or a successor provider. Contractor acknowledges that, if it were to breach, or threaten to breach, its obligation to provide the State with the foregoing assistance, the State would be immediately and irreparably harmed and monetary compensation would not be measurable or adequate. In such circumstances, the State shall be entitled to obtain such injunctive, declaratory or other equitable relief as the State deems necessary to prevent such breach or threatened breach, without the requirement of posting any bond and Contractor waives any right it may have to allege or plead or prove that the State is not entitled to injunctive, declaratory or other equitable relief. If the court should find that Contractor has breached (or attempted or threatened to breach) any such obligations, Contractor agrees that without any additional findings of irreparable injury or other conditions to injunctive or any equitable relief, Contractor will not oppose the entry of an order compelling its performance and restraining Contractor from any further breaches (or attempted or threatened breaches).

Termination Assistance. The Contactor agreesUpon nearing the end of the final term of this Contract, after receipt and without respect to either the cause or time of a notice of such termination, the Contractor shall take all reasonable and except as otherwise directed prudent measures to facilitate the transition to a successor provider, to the extent required by the State. The Contractor shall, at any time during the Contactor shall:six (6) months preceding termination, provide such information about the System as will be reasonably required by the State and/or the successor for purposes of planning the transition. The Contractor shall immediately provide historical records to the State in a form acceptable to the State for the preceding seven years. 1. Stop work under the Contract on the date, and to the extent, specified in the notice; 2. Immediately deliver copies of all subcontracts and all third party contracts executed in connection with the performance of the Services; 3. Place no further orders or subcontracts for Services, except as may be necessary for completion of such portion of the work under the Contract that is not terminated as specified in writing by the State; 4. Assign, to the extent applicable or as the State may require, all subcontracts and all third party contracts executed in connection with the performance of the Services to the State or a successor provider, as the State may require; 5. Perform, as the State may require, such knowledge transfer and other services as are required to allow the Services to continue without interruption or adverse effect up until the date of termination and use reasonable efforts to facilitate orderly migration and transfer of the services to the successor providerprovider (if applicable, transition services and all obligations and fees relating to such transition services shall be mutually agreed to by the State and Contractor and detailed in a separate Attachment to the Contract); 6. Complete performance of such part of the work as shall not have been terminated; and 7. Take such action as may be necessary, or as the State may direct, for the protection and preservation of the property related to this Contract which is in the possession of the Contractor and in which the State has or may acquire an interest and to transfer that property to the State or a successor provider. Contractor acknowledges that, if it were to breach, or threaten to breach, its obligation to provide the State with the foregoing assistance, the State would be immediately and irreparably harmed and monetary compensation would not be measurable or adequate. In such circumstances, the State shall be entitled to obtain seek such injunctive, declaratory or other equitable relief as the State deems necessary to prevent such breach or threatened breach, without the requirement of posting any bond and Contractor waives any right it may have to allege or plead or prove that the State is not entitled to injunctive, declaratory or other equitable reliefbond. If the court should find that Contractor has breached (or attempted or threatened to breach) any such obligations, Contractor agrees that without any additional findings of irreparable injury or other conditions to injunctive or any equitable relief, Contractor will not oppose the entry of an order compelling its performance and restraining Contractor from any further breaches (or attempted or threatened breaches).

Termination Assistance. The Contactor agreesUpon nearing the end of the final term of this Contract, after receipt and without respect to either the cause or time of a notice of such termination, the Contractor shall take all reasonable and except prudent measures to facilitate the transition to a successor provider. The Contractor shall, at any time during the six (6) months preceding termination, provide such information about the System as otherwise directed will be reasonably required by the StateState and/or the successor for purposes of planning the transition. The Contractor shall immediately provide historical records to the State in a form acceptable to the State for the preceding seven years or, if less, the Contactor shall:Term of the Contract. 1. Stop work under the Contract on the date, and to the extent, specified in the notice; 2. Immediately deliver copies of all subcontracts and all third party contracts executed in connection with the performance of the Services; 3. If SOV is entitled to a license, sublicense or other right to use any Equipment or Software owned, leased or licensed by Contractor and utilized in performing the Services, provide for the license, sublicense, lease or other right, as applicable; 4. Place no further orders or subcontracts for Servicesservices, except as may be necessary for completion of such portion of the work under the Contract that is not terminated as specified in writing by the State; 45. Assign, to the extent applicable or as the State may require, all subcontracts and all third party contracts executed in connection with the performance of the Services to the State or a the successor provider, as the State may require; 56. Perform, as the State may require, such knowledge transfer and other services as are required to allow the Services to continue without interruption or adverse effect and to facilitate orderly migration and transfer of the services to the successor provider; 67. Complete performance of such part of the work Services as shall not have been terminated; and 78. Take such action as may be necessary, or as the State may direct, for the protection and preservation of the property related to this Contract which is in the possession of the Contractor and in which the State has or may acquire an interest and to transfer that property to the State or a successor providersuccessor. Contractor acknowledges that, if it were to breach, or threaten to breach, its obligation to provide the State with the foregoing assistance, the State would be immediately and irreparably harmed and monetary compensation would not be measurable or adequate. In such circumstances, the State shall be entitled to obtain such injunctive, declaratory or other equitable relief as the State deems necessary to prevent such breach or threatened breach, without the requirement of posting any bond and Contractor waives any right it may have to allege or plead or prove that the State is not entitled to injunctive, declaratory or other equitable relief. If the court should find that Contractor has breached (or attempted or threatened to breach) any such obligations, Contractor agrees that without any additional findings of irreparable injury or other conditions to injunctive or any equitable relief, Contractor will not oppose the entry of an order compelling its performance and restraining Contractor from any further breaches (or attempted or threatened breaches).