Common use of Termination/Expiration Assistance Clause in Contracts

Termination/Expiration Assistance. At Xxxxx’x request, commencing six (6) months prior to expiration of this Agreement, or on such earlier date as Xxxxx may request, or commencing upon any notice of termination by either Party (which notice, for purposes of Section 32.1, shall be the Second Notice from SAVVIS) (in whole or in part) or of non-renewal of this Agreement (including notice based upon default by Xxxxx), and continuing through the Termination/Expiration Assistance Period, SAVVIS will provide to Xxxxx, or at Xxxxx’x request to Xxxxx or Xxxxx’x designee(s), the termination/expiration assistance requested by Xxxxx and generally available from SAVVIS to allow the Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the Services to Xxxxx or its designee(s) (such assistance, “Termination/Expiration Assistance”); provided that Xxxxx has paid all outstanding, undisputed amounts owing to SAVVIS and prepays for the Termination/Expiration Assistance monthly in advance. Any Termination/Expiration Assistance that is provided in accordance with the foregoing will be provided during the Term at no additional cost to the extent it is part of the Base Services and at SAVVIS’ time and materials charges in Schedule C, unless agreed otherwise by the Parties to the extent it is not part of the Base Services. The charges for Termination/Expiration Assistance provided by SAVVIS after termination or expiration of this Agreement, shall be billed to Xxxxx at the rates set forth in Schedule C (except as the Parties may otherwise agree). The quality and level of the Services shall not be degraded during the Termination/Expiration Assistance Period, and all such Termination/Expiration Assistance shall be provided in accordance with the terms and conditions governing SAVVIS’ provision of the Services hereunder. Termination/Expiration Assistance will include the following:

Termination/Expiration Assistance. At Xxxxx’x request, commencing six (6a) months prior The Parties agree that the Service Provider will cooperate with the Customer Group to assist in the orderly transfer and migration without interruption of Services to one or more members of the Customer Group itself or another services provider in connection with the expiration of this Agreement, or on such earlier date as Xxxxx may request, or commencing upon any notice of termination by either Party (which notice, for purposes of Section 32.1, shall be the Second Notice from SAVVIS) (in whole or in part) or of non-renewal of this Agreement for any reason, however described (including notice based upon default by Xxxxx), and continuing through the Termination/Expiration Assistance Period, SAVVIS will provide to Xxxxx, or at Xxxxx’x request to Xxxxx or Xxxxx’x designee(s), the termination/expiration assistance requested by Xxxxx and generally available from SAVVIS to allow the Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the Services to Xxxxx or its designee(s) (such assistance, “Termination/Expiration Assistance”); provided that Xxxxx has paid all outstanding, undisputed amounts owing to SAVVIS and prepays for the Termination/Expiration Assistance monthly in advance. Any Termination/Expiration Assistance that is provided in accordance with the foregoing will be provided during the Term at no additional cost to the extent it is part The quality of the Base Services provided by the Service Provider, and the Service Provider’s performance of the Services and at SAVVIS’ time and materials charges in Schedule C, unless agreed otherwise by the Parties to the extent it is not part of the Base Services. The charges for Termination/Expiration Assistance provided by SAVVIS after termination or expiration of its obligations under this Agreement, shall be billed to Xxxxx at the rates set forth in Schedule C (except as the Parties may otherwise agree). The quality and level of the Services shall not be degraded during the Termination/Expiration Assistance Periodperiod. The Term shall not be deemed to have expired or terminated until the Termination/Expiration Assistance thereunder is completed. Upon the Customer’s request the Service Provider shall provide, and all such shall cause its subcontractors to provide, Termination/Expiration Assistance commencing up to twelve (12) months prior to expiration or upon any notice of termination or of non-renewal of this Agreement and continue to provide, and cause to be provided, the Termination/Expiration Assistance for up to twenty-four (24) months after the effective date of termination. The Service Provider shall provide the Termination/Expiration Assistance regardless of the reason for termination or expiration; provided, however, that if termination is due to Customer’s non-payment, the Customer will be required to pay for Termination/Expiration Assistance services in advance on a month-to-month basis. Termination/Expiration Assistance shall be provided through the effective date of the expiration or termination of the Services or any portion thereof. Upon request by the Customer, the effective date of any such expiration or termination shall be extended for the periods and in accordance with the manner described in Section 1.4 (Extension of Services), pursuant to the terms and conditions governing SAVVIS’ provision of this Agreement and such period shall be considered an extension of the Services hereunderTerm. Termination/Expiration Assistance will include If such extensions should occur, the following:Applicable Termination Fees shall be calculated for such extensions.

Termination/Expiration Assistance. At Xxxxx’x SCA's reasonable request, commencing six (6) months prior IBM will provide to expiration of this Agreement, or on such earlier date as Xxxxx may request, or commencing upon SCA at any notice of termination by either Party (which notice, for purposes of Section 32.1, shall be time during the Second Notice from SAVVIS) (in whole or in part) or of non-renewal of this Agreement Term (including notice based upon default by Xxxxx), any renewal term) and continuing through during the Termination/Expiration Assistance Period, SAVVIS will provide Period of up to Xxxxx, twelve (12) months following the effective date of termination or at Xxxxx’x request to Xxxxx or Xxxxx’x designee(s)expiration of the Master Agreement, the termination/reasonable termination expiration assistance requested by Xxxxx and generally available from SAVVIS SCA to allow the Services to continue without interruption or adverse effect ("ONGOING ACTIVITIES") and to facilitate the orderly transfer of the Services to Xxxxx or its designee(s) SCA (such assistance, “Termination"TERMINATION/Expiration Assistance”EXPIRATION ASSISTANCE"); , provided that Xxxxx has paid all outstanding, undisputed amounts owing IBM shall not be obligated to SAVVIS provide such Ongoing Activities and prepays for the Termination/Expiration Assistance monthly in advancethe event of a termination by IBM of this Master Agreement pursuant to Section 11.2 based upon default for non-payment by SCA (i.e., failure to pay undisputed charges or breach of Section 9.8 (Disputed Payments)) unless such non-payment has been cured. Any IBM will provide Termination/Expiration Assistance to SCA to the extent that IBM can perform such requested Termination/Expiration Assistance using its then-existing resources Dedicated solely to providing the Ongoing Activities under this Master Agreement, until expiration or termination of this Master Agreement. If IBM's Termination/Expiration Assistance will require the use of different or additional services or resources beyond that which IBM is provided then using to provide the Ongoing Activities in accordance with the foregoing Baselines and Service Levels, such request for Termination/Expiration Assistance will be provided during considered a New Service; provided, however, that the Term at no additional cost parties may agree to the reallocation of resources performing the Ongoing Activities to Termination/Expiration Assistance activities subject to an adjustment to Service Levels, milestones or other performance obligations in connection with such reprioritization. If IBM terminates this Master Agreement for non-payment of fees pursuant to Section 11.2, then IBM may require SCA to pay in advance for any Termination/Expiration Assistance activities to the extent it is part any such activities do not constitute Ongoing Activities. In addition, IBM shall provide, upon reasonable prior written request of the Base Services and at SAVVIS’ time and materials charges in Schedule CSCA, unless agreed otherwise by the Parties Termination/Expiration Assistance to the extent it is not part SCA for one additional period of the Base Servicesup to six (6) months. The charges for Termination/Expiration Assistance provided by SAVVIS IBM after termination or expiration of this Agreement, such Termination/Expiration Assistance Period shall be billed to Xxxxx SCA at the rates set forth in the rate card set forth in Schedule C (except as the Parties may otherwise agreeCharges). The Subject to the foregoing, the quality and level of the Services shall not be degraded during the Termination/Expiration Assistance Period, and all such Termination/Expiration Assistance shall be provided in accordance with the terms and conditions governing SAVVIS’ IBM's provision of the Services hereunder. SCA shall reasonably cooperate with IBM in IBM's provision of Termination/Expiration Assistance. After the expiration of the Termination/Expiration Assistance Period, IBM shall answer questions from SCA regarding the Services on an "as needed" basis for up to 6 months at IBM's then standard commercial billing rates. Termination/Expiration Assistance will include the Services set forth in this Master Agreement, as well as the following:

Termination/Expiration Assistance. At Xxxxx’x request, commencing (A) Commencing six (6) months prior to expiration of this Agreement, Agreement or on such earlier date as Xxxxx Company may reasonably request, or commencing upon any a notice of termination (including notice based upon default by either Party (which notice, for purposes of Section 32.1, shall be the Second Notice from SAVVIS) (in whole or in partCompany) or of non-renewal of this Agreement (including notice based upon default by Xxxxx)Agreement, and continuing through for a period of twelve (12) months following the effective date of termination or expiration of this Agreement (the “Termination/Expiration Assistance Period”) (as such effective date may be extended pursuant to Section 29.5), Supplier shall continue to provide to Company, or at Company’s request to one or more Company designees, the Services that were provided prior thereto and any reasonable cooperation requested by Company that may be required from Supplier to facilitate the transfer of the affected Services to Company or a third-party service Supplier, as applicable, or Company’s designee (“Termination/Expiration Assistance”). The quality and level of performance during the Termination/Expiration Assistance Period shall not be degraded. After the expiration of the Termination/Expiration Assistance Period, SAVVIS will provide Supplier shall (1) use commercially reasonable efforts to Xxxxx, or at Xxxxx’x request to Xxxxx or Xxxxx’x designee(s), the termination/expiration assistance requested by Xxxxx and generally available answer questions from SAVVIS to allow Company regarding the Services on an “as needed” basis on a time-and-materials basis and (2) deliver to continue without interruption or adverse effect Company any remaining Company-owned reports and to facilitate the orderly transfer of the Services to Xxxxx or its designee(s) (such assistance, “Termination/Expiration Assistance”); provided that Xxxxx has paid all outstanding, undisputed amounts owing to SAVVIS and prepays documentation still in Supplier’s possession. Charges for the Termination/Expiration Assistance monthly by Supplier shall be at the rates specified in advanceExhibit 4 (Pricing). Any Termination/Expiration Assistance that is provided in accordance with Without limiting the foregoing will foregoing, Supplier agrees there shall be provided during the Term at no additional cost to the extent it is part of the Base Services and at SAVVIS’ time and materials charges in Schedule C, unless agreed otherwise by the Parties to the extent it is not part of the Base Services. The charges for Termination/Expiration Assistance provided by SAVVIS after termination or expiration of this Agreement, shall be billed to Xxxxx at the rates set forth in Schedule C (except as the Parties may otherwise agree). The quality and level of the Services shall not be degraded during the extent that Supplier can perform Termination/Expiration Assistance Periodusing its then-existing resources dedicated to providing the Services under this Agreement. If Termination/Expiration Assistance will require the use of different or additional services or resources beyond that which Supplier is then using to provide the Services in accordance with Exhibit 4-D (Resource Units) and Service Levels, and all then such request for Termination/Expiration Assistance shall be provided in accordance with considered a New Service and shall be subject to the terms and conditions governing SAVVIS’ provision of the Services hereunderChange Control Procedure. If Supplier terminates this Agreement for Company’s material breach, Supplier may require that Company pays for such Termination/Expiration Assistance will include the following:in advance.