The Exit Clause Samples

The Exit. Plan shall include a full review of the status of the Contract and shall provide practical guidance and steps to be taken by both the Authority and the Contractor to ensure that costs and disruption to both the Authority and Framework Public Bodies are minimised.
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The Exit. Management Plan shall provide comprehensive proposals for the activities and the associated liaison and assistance that will be required for the successful transfer of the Services, including the following details as a minimum: (a) how the information in paragraph 6.1 of this Schedule 7 is obtained; (b) how the Provider will deal with the expiry or termination of this Contract; (c) a detailed description of both the transfer and cessation processes, including a timetable; (d) how the Services will transfer to the Replacement Provider and/or the Commissioner, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Commissioner's technology components from any technology components operated by the Provider or its Sub- Contractors (where applicable); (e) the scope of any services and activities to be performed by the Provider to assist the Commissioner and/or the Replacement Provider in the transfer of the Services to the Commissioner and/or Replacement Provider including a timetable (where applicable); (f) how each of the issues set out in this Schedule 7 will be addressed to facilitate the transition of the Services from the Provider to the Commissioner and/or the Replacement Provider with the aim of ensuring that there is no disruption to or degradation of the Services; (g) proposals for the identification and transfer of documentation providing details of the Services; (h) proposals for the identification of all leases, maintenance agreements and support agreements utilised by the Provider in connection with the provision of the Services, together with details of the relevant lessors and contractors, the payment terms, expiry dates and any relevant novation and/or early termination provisions; (i) proposals to enable the Commissioner or the Replacement Provider to recruit suitably skilled personnel; (j) proposals for the training of key members of the Commissioner's and/or the Replacement Provider's personnel in connection with the continuation of the provision of the Services following the expiry or termination (howsoever arising) of this Contract charged at rates agreed between the parties at that time; (k) proposals for the granting of licences to use all software (including the Software) necessary for the Commissioner's' receipt of the Services and the provision of copies of all related documentation; (l) proposals for the transfer of all Commissioner Data then in the Provider's possessi...
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Related to The Exit

  • Extraordinary Event Registry Operator will use commercially reasonable efforts to restore the critical functions of the registry within twenty-­‐four (24) hours after the termination of an extraordinary event beyond the control of the Registry Operator and restore full system functionality within a maximum of forty-­‐eight (48) hours following such event, depending on the type of critical function involved. Outages due to such an event will not be considered a lack of service availability.

  • Divestiture If Grantee’s employment with the Company or a Subsidiary terminates as the result of a divestiture, then the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto shall become nonforfeitable in accordance with the terms and conditions of Section 1(a) as if Grantee had remained in the continuous employ of the Company or a Subsidiary from the Date of Grant until the fifth anniversary of the Date of Grant or the occurrence of a circumstance referenced in Section 2(a) or 2(b), whichever occurs first. For the purposes of this Agreement, the term “divestiture” shall mean a permanent disposition to a Person other than the Company or any Subsidiary of a plant or other facility or property at which Grantee performs a majority of Grantee’s services whether such disposition is effected by means of a sale of assets, a sale of Subsidiary stock or otherwise.

  • Grantee’s Pre-Existing Works A. To the extent that Grantee incorporates into the Work Product any works of Grantee that were created by Grantee or that Grantee acquired rights in prior to the Effective Date of this Grant Agreement (“Incorporated Pre-existing Works”), Grantee retains ownership of such Incorporated Pre-existing Works. B. Grantee hereby grants to System Agency an irrevocable, perpetual, non-exclusive, royalty-free, transferable, worldwide right and license, with the right to sublicense, to use, reproduce, modify, copy, create derivative works of, publish, publicly perform and display, sell, offer to sell, make and have made, the Incorporated Pre-existing Works, in any medium, with or without the associated Work Product. C. Grantee represents, warrants, and covenants to System Agency that Grantee has all necessary right and authority to grant the foregoing license in the Incorporated Pre- existing Works to System Agency.

  • Pre-Existing Conditions The Contractor acknowledges that it has been provided unrestricted access to the existing improvements and conditions on the Project site and that it has thoroughly investigated those conditions. Contractor’s investigation was instrumental in preparing its Proposal to perform the Work. Contractor shall not make or be entitled to any adjustment to the Contract Time or the Contract Sum arising from Project conditions that Contractor discovered or, in the exercise of reasonable care, should have discovered in Contractor’s investigation.

  • Stock Borrow Event In the commercially reasonable judgment of Dealer (A) Dealer (or an affiliate of Dealer) is not able to hedge in a commercially reasonable manner its exposure under this Transaction because insufficient Shares are made available for borrowing by securities lenders or (B) Dealer (or an affiliate of Dealer) would incur a cost to borrow (or to maintain a borrow of) Shares to hedge in a commercially reasonable manner its exposure under this Transaction that is greater than a rate equal to 200 basis points per annum (each, a “Stock Borrow Event”);