Wind Down Period Clause Samples

Wind Down Period. During the period that is six (6) months prior to the date of termination of this Agreement, the Providing Party shall have no obligation to (i) expand the scope of its Services under this Agreement or any SOW, (ii) perform any new or additional Services under this Agreement or any SOW, or (iii) invest in hardware, software or equipment for performance against a Service or SOW.

Wind Down Period. In the event this Agreement is terminated by ▇▇▇▇▇▇ pursuant to the terms and subject to the conditions of Section 6.1, ▇▇▇▇▇▇ shall be permitted to continue to share spectrum on the Shared Channel on the terms provided in Sections 1.3, 1.4, Article 2, Article 3 and Article 5 for a period sufficient for ▇▇▇▇▇▇ to find a new channel sharing host, such period not to exceed ninety (90) days following the termination of this Agreement.

Wind Down Period. (a) Upon expiration of the Agreement or termination by Customer in accordance with Section 2.2(a) or (c) of the Master Agreement, the parties agree that this Rider (and the relevant portions of the Master Agreement) shall continue at Customer’s option for a wind-down period (the “Wind-Down Period”), in which Google shall continue providing the Hosted Communication Services to Customer and Subscribers and Customer shall continue paying for the Hosted Communication Services in accordance with this Rider. (b) The Wind-Down Period shall continue until the earlier of (i) [*****] or (ii) the date Customer provides Google with written notice of its completion of the migration of its Subscribers then-registered as users of the Hosted Communication Services from the Hosted Communication Services to a non-Google email platform.

Wind Down Period. If an Offer is removed, we will continue to bill for usage for 90 days (“Wind-Down Period”) for Offers deployed in Publisher’s cloud environments, unless we terminate billing earlier as required by law, to prevent fraud, or to protect Customers. You must continue to provide any services that are part of your Offer to each existing Customer during the Wind-Down Period. You are responsible for terminating any Customer access after the Wind-Down Period. For Offers deployed in Customer’s cloud environments, we will continue to bill for any Customer usage after the expiration of the Wind-Down Period.

Wind Down Period. Except in cases where termination is legally required or is otherwise necessitated by compelling circumstances, such as fraud or a claim of intellectual property infringement that is not cured, if a Partner Product is removed by UiPath, or if You remove a Partner Product from the Marketplace in accordance with this Agreement, existing Customers will be able to continue using the Partner Product until the expiration of the term of the applicable Partner Product Terms (“Wind-Down Period”), and You must continue to provide any services that are part of the Partner Product to each existing Customer during the Wind-Down Period.

Wind Down Period. 15.1 The period commencing on the day immediately following the last day of the Planned Term or the date selected by the terminating Party in connection with an Early Termination (the “Wind-Down Commencement Date”) to the date of the satisfaction in full of all obligations under the Agreement and the other Related Agreements, including, without limitation, all Direct Transactions and all Credit-Enabled Transactions (the “Wind-Down End Date”) will be referred to as the “Wind-Down Period.” 15.2 No later than 90 days before the last day of the Planned Term or no later than the date that is fifteen (15) days before the effective date of Early Termination, as applicable, IDT will have the right and obligation to deliver to BP in writing a plan to wind-down BP’s exposure with respect to the Agreement and the Related Agreements. If IDT fails to deliver to BP such a plan by the date due, BP may create the plan for winding-down its exposure, which plan shall be binding on IDT. Any such plan may include one or more of the following options:

Wind Down Period. The parties acknowledge that*of the Collaboration is intended to serve as a wind down period during which any then ongoing Optimization Programs can be completed. Thus, if SPL does not elect to *during the *shall be the wind down period. In the event that SPL is *during *of the Collaboration and SPL does not agree to *during *of the Collaboration based upon one or more *then the Collaboration shall continue for a wind down period of *to enable the Parties to complete and wind down any remaining Optimization Programs then ongoing. SPL’s funding obligations during the *period shall be governed by the terms of Section 2.5.2*, 2.5.4*, or 2.5.3*, as applicable.

Wind Down Period. Section 3.4(e) of the Agreement is hereby deleted in its entirety and replaced with the following: Upon thirty (30) days’ prior written notice from AT&T, Motricity shall reasonably cooperate with AT&T in the orderly and expeditious wind down and/or transition of its Services (in whole or in part) to a different service provider (“Transfer”). For purposes of clarification, such prior written notice shall not extend the six-month period for termination for convenience. (i) The Transfer will be performed by the Parties in accordance with a mutually agreed upon Statement of Work that will address such items as transition responsibilities (such as migration of subscribers, subscriber data, premium digital content, transaction data, and/or Merchant integrations), key resources, Transfer timelines, related fees (such as operating expenses to sustain Services from the Cut-Over Date, defined below), until the Transfer is complete (“Sustainment Fees”). (ii) With respect to Sustainment Fees the Parties acknowledge and agree to the following: A) Sustainment Fees may include: *** B) Sustainment Fees will not include: *** (iii) Motricity will provide all services as may be reasonably be needed by AT&T in connection with the Transfer. (iv) Unless otherwise specified by AT&T the minimum period of time to affect such a Transfer will be *** and may be extended upon mutual agreement of the Parties (“Wind Down Period”). Both Parties are required to make a good faith effort to fulfill the requirements of the Transfer as quickly as possible within the Wind Down Period. (v) Services provided by Motricity during the Wind Down Period shall be provided to AT&T at the rates provided for in this Agreement and all terms and conditions of this Agreement shall remain in full force and effect.

Wind Down Period. In the event this Agreement is terminated under Section 14.10, during the * period prior to the Termination Date, the resource allocation and payments shall be in accordance with this Agreement as set out prior to the termination notice, provided, however, that (a) if Symyx is able to redeploy personnel without adverse financial consequences during such * wind-down period, Symyx will not charge ExxonMobil for such redeployed personnel, (b) Symyx will not replace personnel lost through natural attrition, and (c) the parties will mutually agree on how to allocate resources during such * wind-down period, including reasonable efforts to focus on tool development and delivery during such * wind-down period.