Common use of COMMENCEMENT, DURATION AND TERMINATION Clause in Contracts

COMMENCEMENT, DURATION AND TERMINATION. 4.1. This Agreement shall continue in full force and effect from the Commencement Date until the earliest of the following dates: 4.1.1. the date of expiry or earlier termination of the whole of the Joint Contract; 4.1.2. the Authorities unanimously agree in writing in the form set out in Schedule 4 (a Release Agreement) that an Authority is to be released from this Agreement (such Authority being the Released Authority). In such circumstances i. this Agreement shall terminate in respect of the Released Authority from the date agreed and set out in the Release Agreement (the Release Date); ii. this Agreement shall continue in full force and effect in respect of the Authorities other than the Released Authority; iii. from the Release Date, the Released Authority shall have no further duties, liabilities, rights, remedies or obligations relating to this Agreement except as expressly set out in the Release Agreement; and 4.1.3. in respect of an innocent Authority where one or more other Authority commits a fundamental breach of the Joint Contract which is not rectified within ninety i. the Authority or Authorities in breach; and ii. the Chairman of the Committee and such fundamental breach renders the Joint Contract inoperable as a joint contract. 4.2. A Release Agreement shall only be agreed and entered where the Joint Contract is also to be terminated or has terminated. In relation to the Released Authority, the Release Agreement shall provide for the following: i. that it shall take effect from the later of: a. the date that the Joint Contract terminates in relation to the Released Authority; and b. the date when the Released Authority has discharged all the obligations and liabilities of this Agreement (save in so far as those obligations and liabilities are terms of the Release Agreement itself); ii. that it shall be contractually binding; iii. a detailed and exhaustive financial reconciliation (or a mechanism to calculate the same) such that the Released Authority and the remaining Authorities discharge all their liabilities to each other including those arising as a result of the termination of the Joint Contract for the Released Authority; iv. for the transfer of equipment and assets owned or in the control of the Released Authority to the remaining Authorities where the same are required to deliver the on-going Services or for the purposes of the CMO; and v. for the on-going use of any land or depot or Assets provided by the Released Authority and which is still required by the remaining Authorities for the purposes of the Joint Contract, the CMO or alternative provision; vi. together with any other matter.