Exit Management. The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement. 44.1 The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management. 44.2 A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within [three (3) months] after the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments. 44.3 The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include: 44.3.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Services; 44.3.2 the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the Services; 44.3.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Date; 44.3.4 support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period; 44.3.5 the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and 44.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a Replacement Contractor or the Authority. 44.4 No amendment of the Exit Plan shall be made without prior written consent of the Authority.
Appears in 36 contracts
Sources: Framework Agreement, Framework Agreement, Framework Agreement
Exit Management. 58.1. The Contractor Service Provider shall perform its relevant Exit Management obligations as part of the Framework Contract whether applicable on either the expiry or early termination of this AgreementContract.
44.1 58.2. The Contractor Service Provider agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority Purchaser and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor Service Provider agrees that the Authority Purchaser may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 53 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor Service Provider has breached (or attempted or threatened to breach) any such obligation, the Contractor Service Provider agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor Service Provider shall not oppose the entry of an appropriate order compelling performance by the Contractor Service Provider and restraining the Contractor Service Provider from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 58.3. A draft of the Exit Plan shall be produced by the Contractor Service Provider and supplied to the Authority Purchaser within [three (3) months] after the Commencement Date and shall include or address the matters specified in Clause 44.359.3. The Authority Purchaser shall provide to the Contractor Service Provider the AuthorityPurchaser’s comments on the plan within one (1) month of the AuthorityPurchaser’s receipt of the plan. The Contractor Service Provider shall take into account the comments and suggestions of the Authority Purchaser and shall issue the final version of the Exit Plan to the Authority Purchaser within ten (10) Working Days of receipt of the Authority’s comments.
44.3 58.4. The Contractor Service Provider shall throughout the period of the Agreement Contract review, maintain and continuously update the Exit Plan which shall include:
44.3.1 58.4.1. the activities required to enable the Authority Purchaser to re-tender the Authority Purchaser Requirements and/or the provision of the Services;
44.3.2 58.4.2. the activities necessary to support any Replacement Contractor Service Provider or the Authority Purchaser in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 58.4.3. details of the Exit Management to be provided by the Contractor Service Provider prior to the Exit Management Date;
44.3.4 58.4.4. support for the Replacement Contractor Service Provider or the Authority Purchaser during their preparation of any relevant plan for the transition of the System to the Replacement Contractor Service Provider or AuthorityPurchaser, including prior to and during such transition period;
44.3.5 58.4.5. the maintenance of a ‘business as usual’ environment for the Authority Purchaser during the period when Exit Management obligations are applicable; and
44.3.6 58.4.6. all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a Replacement Contractor Service Provider or the AuthorityPurchaser.
44.4 58.5. No amendment of the Exit Plan shall be made without prior written consent of the AuthorityPurchaser.
Appears in 36 contracts
Sources: Framework Agreement, Framework Agreement, Framework Agreement
Exit Management. The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement.
44.1 The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within [three (3) months] after the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments.
44.3 The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include:
44.3.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Services;
44.3.2 the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Date;
44.3.4 support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period;
44.3.5 the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and
44.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a Replacement Contractor or the Authority.
44.4 44.3.7 No amendment of the Exit Plan shall be made without prior written consent of the Authority.
Appears in 14 contracts
Sources: Framework Agreement, Framework Agreement, Framework Agreement
Exit Management. 44.1 The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement.
44.1 44.2 The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 44.3 A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within [three (3) months] months after the Commencement Date and shall include or address the matters specified in Clause 44.344.4. The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments.
44.3 44.4 The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include:
44.3.1 44.4.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Services;
44.3.2 44.4.2 the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 44.4.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Date;
44.3.4 support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period;
44.3.5 44.4.5 the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and
44.3.6 44.4.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a Replacement Contractor or the Authority.
44.4 44.5 No amendment of the Exit Plan shall be made without prior written consent of the Authority.
Appears in 10 contracts
Sources: Framework Agreement, Framework Agreement, Framework Agreement
Exit Management. The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement.
44.1 44.1. The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 44.2. A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within [three (3) months] after months of the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments.
44.3 44.3. The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include:
44.3.1 44.3.1. the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the ServicesGoods and related services;
44.3.2 44.3.2. the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the ServicesGoods and related services;
44.3.3 44.3.3. details of the Exit Management to be provided by the Contractor prior to the Exit Management Date;
44.3.4 44.3.4. support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period;
44.3.5 44.3.5. the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and
44.3.6 44.3.6. all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services Goods and related services to either a Replacement Contractor or the Authority.
44.4 44.4. No amendment of the Exit Plan shall be made without prior written consent of the Authority.
Appears in 9 contracts
Sources: Framework Agreement, Framework Agreement, Framework Agreement
Exit Management. 44.1. The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement.
44.1 44.2. The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute ResolutionResolution3). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 44.3. A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within [three (3) months] the first 12 months after the Commencement Date and shall include or address the matters specified in Clause 44.3. 44.4 The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments.
44.3 44.4. The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include:
44.3.1 44.4.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Services;
44.3.2 44.4.2 the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 44.4.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Date;
44.3.4 44.4.4 support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period;
44.3.5 44.4.5 the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and;
44.3.6 44.4.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a Replacement Contractor or the Authority.
44.4 No amendment of the Exit Plan shall be made without prior written consent of the Authority.;
Appears in 7 contracts
Sources: Framework Agreement, Framework Agreement, Framework Agreement
Exit Management. The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement.
44.1 The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within [three (3) months] months after the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments.
44.3 The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include:
44.3.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Services;
44.3.2 the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Date;
44.3.4 support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period;
44.3.5 the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and
44.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a Replacement Contractor or the Authority.
44.4 No amendment of the Exit Plan shall be made without prior written consent of the Authority.
Appears in 7 contracts
Sources: Framework Agreement, Framework Agreement, Framework Agreement
Exit Management. The Contractor Supplier shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this AgreementContract.
44.1 67.1 The Contractor Supplier agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority Purchaser and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor Supplier agrees that the Authority Purchaser may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 62 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor Supplier has breached (or attempted or threatened to breach) any such obligation, the Contractor Supplier agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor Supplier shall not oppose the entry of an appropriate order compelling performance by the Contractor Supplier and restraining the Contractor Supplier from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 67.2 A draft of the Exit Plan shall be produced by the Contractor Supplier and supplied to the Authority Purchaser within [three (3) months] after the Commencement Date and shall include or address the matters specified in Clause 44.367.3. The Authority Purchaser shall provide to the Contractor Supplier the AuthorityPurchaser’s comments on the plan within one (1) month of the AuthorityPurchaser’s receipt of the plan. The Contractor Supplier shall take into account the comments and suggestions of the Authority Purchaser and shall issue the final version of the Exit Plan to the Authority Purchaser within ten (10) Working Days of receipt of the AuthorityPurchaser’s comments.
44.3 67.3 The Contractor Supplier shall throughout the period of the Agreement Contract review, maintain and continuously update the Exit Plan which shall include:
44.3.1 67.3.1 the activities required to enable the Authority Purchaser to re-tender the Authority Purchaser Requirements and/or the provision of the ServicesContract;
44.3.2 67.3.2 the activities necessary to support any Replacement Contractor Supplier or the Authority Purchaser in carrying out any necessary due diligence relating to all or part of the ServicesContract;
44.3.3 67.3.3 details of the Exit Management to be provided by the Contractor Supplier prior to the Exit Management Date;
44.3.4 67.3.4 support for the Replacement Contractor Supplier or the Authority Purchaser during their preparation of any relevant plan for the transition of the any System to the Replacement Contractor Supplier or AuthorityPurchaser, including prior to and during such transition period;
44.3.5 67.3.5 the maintenance of a ‘business as usual’ environment for the Authority Purchaser during the period when Exit Management obligations are applicable; and
44.3.6 67.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services Contract to either a Replacement Contractor Supplier or the AuthorityPurchaser.
44.4 67.4 No amendment of the Exit Plan shall be made without prior written consent of the AuthorityPurchaser.
Appears in 5 contracts
Sources: Framework Agreement, Framework Agreement, Framework Agreement
Exit Management. 44.1. The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement.
44.1 44.2. The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 44.3. A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within [three (3) months] months after the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments.
44.3 44.4. The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include:
44.3.1 44.4.1. the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the ServicesGoods and related services;
44.3.2 44.4.2. the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the ServicesGoods and related services;
44.3.3 44.4.3. details of the Exit Management to be provided by the Contractor prior to the Exit Management Date;
44.3.4 44.4.4. support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period;
44.3.5 44.4.5. the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and
44.3.6 44.4.6. all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services Goods and related services to either a Replacement Contractor or the Authority.
44.4 44.5. No amendment of the Exit Plan shall be made without prior written consent of the Authority.
Appears in 4 contracts
Sources: Framework Agreement, Framework Agreement, Framework Agreement
Exit Management. The Contractor Service Provider shall perform its relevant Exit Management obligations as part of the Framework Contract whether applicable on either the expiry or early termination of this AgreementContract.
44.1 59.1 The Contractor Service Provider agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority Purchaser and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor Service Provider agrees that the Authority Purchaser may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 54 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor Service Provider has breached (or attempted or threatened to breach) any such obligation, the Contractor Service Provider agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor Service Provider shall not oppose the entry of an appropriate order compelling performance by the Contractor Service Provider and restraining the Contractor Service Provider from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 59.2 A draft of the Exit Plan shall be produced by the Contractor Service Provider and supplied to the Authority Purchaser within [three (3) months] after the Commencement Date and shall include or address the matters specified in Clause 44.359.3. The Authority Purchaser shall provide to the Contractor Service Provider the AuthorityPurchaser’s comments on the plan within one (1) month of the AuthorityPurchaser’s receipt of the plan. The Contractor Service Provider shall take into account the comments and suggestions of the Authority Purchaser and shall issue the final version of the Exit Plan to the Authority Purchaser within ten (10) Working Days of receipt of the AuthorityPurchaser’s comments.
44.3 59.3 The Contractor Service Provider shall throughout the period of the Agreement Contract review, maintain and continuously update the Exit Plan which shall include:
44.3.1 59.3.1 the activities required to enable the Authority Purchaser to re-tender the Authority Purchaser Requirements and/or the provision of the Services;
44.3.2 59.3.2 the activities necessary to support any Replacement Contractor Service Provider or the Authority Purchaser in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 59.3.3 details of the Exit Management to be provided by the Contractor Service Provider prior to the Exit Management Date;
44.3.4 59.3.4 support for the Replacement Contractor Service Provider or the Authority Purchaser during their preparation of any relevant plan for the transition of the System to the Replacement Contractor Service Provider or AuthorityPurchaser, including prior to and during such transition period;
44.3.5 59.3.5 the maintenance of a ‘business as usual’ environment for the Authority Purchaser during the period when Exit Management obligations are applicable; and
44.3.6 59.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a Replacement Contractor Service Provider or the AuthorityPurchaser.
44.4 59.4 No amendment of the Exit Plan shall be made without prior written consent of the AuthorityPurchaser.
Appears in 3 contracts
Sources: Framework Agreement, Framework Agreement, Services Contract
Exit Management. The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement.
44.1 The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened threat ened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within [three (3) months] months after the Commencement Date and shall include or address the t he matters specified in Clause 44.3. The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments.
44.3 The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include:
44.3.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Services;
44.3.2 the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Date;
44.3.4 support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period;
44.3.5 the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and
44.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services Servic es to either a Replacement Contractor or the Authority.
44.4 No amendment of the Exit Plan shall be made without prior written consent of the Authority.
Appears in 1 contract
Sources: Framework Agreement
Exit Management. 44.1 The Contractor shall perform its relevant Exit Management obligations as part of the Framework Agreement whether applicable on either the expiry or early termination of this Framework Agreement.
44.1 44.2 The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 44.3 A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within [three (3) months] after the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor the Authority’s 's comments on the plan within one (1) month of the Authority’s 's receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s 's comments.
44.3 44.4 The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include:
44.3.1 44.4.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Services;
44.3.2 44.4.2 the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 44.4.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Dateany expiry or termination of this Framework Agreement;
44.3.4 44.4.4 support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System Services to the Replacement Contractor or Authority, including prior to and during such transition period;
44.3.5 44.4.5 the maintenance of a ‘'business as usual’ ' environment for the Authority during the period when Exit Management obligations are applicable; and
44.3.6 44.4.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a Replacement Contractor or the Authority.
44.4 44.4.7 No amendment of the Exit Plan shall be made without prior written consent of the Authority.
Appears in 1 contract
Sources: Framework Agreement
Exit Management. 64.1 The Authority and the Contractor shall comply with the Exit Management requirements set out in Schedule 9.5 (Exit Management) and any obligations contained in any Transition Agreement. The Authority shall pay the applicable Charges for the Exit Management Services and the Exit Support Services in accordance with Schedule 8.1 (Charges).
64.2 The Contractor shall perform its relevant enter into the Transition Agreement in the form set out in Appendix 5 of Schedule 9.5 (Exit Management obligations as part Management) with one or more Replacement Contractors at the request of the Framework whether applicable on either Authority and shall not unreasonably delay entering into such agreement. If for any reason the Authority elects not to enter into Transition Agreements with the Contractor and Replacement Contractors, the Parties shall nevertheless comply with their respective obligations set out in the Transition Agreement set out in Appendix 5 of Schedule 9.5 as if the Transition Agreement had been signed by the Parties. In such event (i) all obligations owed by the Contractor to the Replacement Contractor under the Transition Agreement shall be owed to the Authority and (ii) the Authority shall be responsible for performing or procuring the performance of all obligations of the Replacement Contractor owed to the Contractor under the Transition Agreement.
64.3 In the event the Authority chooses not to retender the provision of the Services and elects to provide the Services in-house, the Parties shall, at the request of the Authority, enter into the Transition Agreement in the form set out in Appendix 5 of Schedule 9.5 (and the Contractor shall not unreasonably delay entering into such agreement) and the Authority shall be deemed to be the “Replacement Contractor” for the purposes of such agreement.
64.4 Notwithstanding any other provision of this Agreement the Authority shall have the rights set out in Clause 64.5:
64.4.1 if the Contractor suffers an Insolvency Event, the Authority's rights under Clause 64.5 shall to the extent permitted by Law (including the Insolvency Act 1986) be exercisable by the Authority at any time before the winding up of the Contractor or any other consequence of the occurrence of those events, including the appointment of a liquidator, receiver, manager or administrator;
64.4.2 in the event of termination of this Agreement for any reason; and/or
64.4.3 upon the expiry or early termination of this Agreement.
44.1 64.5 The Contractor shall not, unless otherwise specified in the Asset Register or as subsequently may be agreed, encumber any Assets in any way which would require the consent of a third party to the exercise by the Authority of its rights under Clause 62.2.5 or under Schedule 9.5 (Exit Management) or which would in some other way restrict the exercise by the Authority of its rights under that Clause or Schedule. For the purposes of this Clause 64.5 "encumber" shall include any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, security interest, any other security agreement or arrangement which otherwise restricts the Contractor's ability to use and deal with the relevant item of Assets.
64.6 The Contractor warrants that to the best of its knowledge, information and belief, any information which it provides to the Authority or a Replacement Contractor (or any potential Replacement Contractor) during any re-tender process shall be true and accurate at the time of its disclosure and it will advise the Authority (or any third party acting on behalf of the Authority) and/or the Replacement Contractor (or any potential Replacement Contractor) of any fact, matter or circumstance of which it may become aware which would render any such information to be false. The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within [three (3) months] after the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments.
44.3 The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include:
44.3.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Services;
44.3.2 the activities necessary to support any Replacement Contractor shall have the benefit of this warranty for a period of eight (8) Months following termination or expiry of this Agreement.
64.7 Where the Authority in carrying out any necessary due diligence relating exercises its rights to all or part of the Services;
44.3.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Date;
44.3.4 support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period;
44.3.5 the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and
44.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or terminate part of the Services to either a Replacement under Clause 60.2 or 60.4, the Contractor or shall, at the Authority.
44.4 No amendment of the Exit Plan shall be made without prior written consent request of the Authority, provide to the Authority such Exit Management Services as the Authority may require in respect of such terminated Services. Any such assistance shall not exceed the scope of the Contractor’s obligations under Schedule 9.5 (Exit Management) and shall be agreed using the Change Control Procedures. Any charges for Exit Management Services shall be pro-rated in respect of the terminated Services.
Appears in 1 contract
Sources: Infrastructure Services Agreement
Exit Management. The Contractor Supplier shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement.
44.1 The Contractor Supplier agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor Supplier agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor Supplier has breached (or attempted or threatened to breach) any such obligation, the Contractor Supplier agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor Supplier shall not oppose the entry of an appropriate order compelling performance by the Contractor Supplier and restraining the Contractor Supplier from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 A draft of the Exit Plan shall be produced by the Contractor Supplier and supplied to the Authority within [three (3) months] after the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor Supplier the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor Supplier shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments.
44.3 The Contractor Supplier shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include:
44.3.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Services;
44.3.2 the activities necessary to support any Replacement Contractor Supplier or the Authority in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 details of the Exit Management to be provided by the Contractor Supplier prior to the Exit Management Date;
44.3.4 support for the Replacement Contractor Supplier or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor Supplier or Authority, including prior to and during such transition period;
44.3.5 the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and
44.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a Replacement Contractor Supplier or the Authority.
44.4 No amendment of the Exit Plan shall be made without prior written consent of the Authority.
Appears in 1 contract
Sources: Framework Agreement
Exit Management. 67.1 The Contractor Service Provider shall perform its relevant Exit Management obligations as part of the Framework Contract whether applicable on either the expiry or early termination of this AgreementContract.
44.1 67.2 The Contractor Service Provider agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority Employer and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor Service Provider agrees that the Authority Employer may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 61 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor Service Provider has breached (or attempted or threatened to breach) any such obligation, the Contractor Service Provider agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor Service Provider shall not oppose the entry of an appropriate order compelling performance by the Contractor Service Provider and restraining the Contractor Service Provider from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 67.3 A draft of the Exit Plan shall be produced by the Contractor Service Provider and supplied to the Authority Employer within [three (3) months] months after the Contract Commencement Date and shall include or address the matters specified in Clause 44.367.4. The Authority Employer shall provide to the Contractor Service Provider the AuthorityEmployer’s comments on the plan within one (11 ) month of the AuthorityEmployer’s receipt of the plan. The Contractor Service Provider shall take into account the comments and suggestions of the Authority Employer and shall issue the final version of the Exit Plan to the Authority Employer within ten (10) Working Days of receipt of the AuthorityEmployer’s comments.
44.3 67.4 The Contractor Service Provider shall throughout the period of the Agreement Contract review, maintain and continuously update the Exit Plan which shall include:
44.3.1 i) the activities required to enable the Authority Employer to re-tender the Authority Employer Requirements and/or the provision of the Services;
44.3.2 ii) the activities necessary to support any Replacement Contractor Incoming service provider or the Authority Employer in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 iii) details of the Exit Management to be provided by the Contractor Service Provider prior to the Exit Management Date;
44.3.4 iv) support for the Replacement Contractor Incoming service provider or the Authority Employer during their preparation of any relevant plan for the transition of the System to the Replacement Contractor Incoming service provider or AuthorityEmployer, including prior to and during such transition periodtransitionperiod;
44.3.5 v) the maintenance of a ‘business as usual’ environment for the Authority Employer during the period when Exit Management obligations are applicable; and
44.3.6 vi) all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a Replacement Contractor Incoming service provider or the AuthorityEmployer.
44.4 67.5 No amendment of the Exit Plan shall be made without prior written consent of the AuthorityEmployer.
67.6 The Service Provider shall perform its relevant Exit Management obligations as part of the Contract whether applicable on either the expiry or early termination of this Contract.
Appears in 1 contract
Sources: Services Contract
Exit Management. 60.1 The Contractor Supplier shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this AgreementContract.
44.1 60.2 The Contractor Supplier agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority Purchaser and their respective customers Purchasers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor Supplier agrees that the Authority Purchaser may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 54 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor Supplier has breached (or attempted or threatened to breach) any such obligation, the Contractor Supplier agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor Supplier shall not oppose the entry of an appropriate order compelling performance by the Contractor Supplier and restraining the Contractor Supplier from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 60.3 A draft of the Exit Plan shall be produced by the Contractor Supplier and supplied to the Authority Purchaser within [three (3) months] months after the Commencement Date and shall include or address the matters specified in Clause 44.360.4. The Authority Purchaser shall provide to the Contractor Supplier the AuthorityPurchaser’s comments on the plan within one (1) month of the AuthorityPurchaser’s receipt of the plan. The Contractor Supplier shall take into account the comments and suggestions of the Authority Purchaser and shall issue the final version of the Exit Plan to the Authority Purchaser within ten (10) Working Days of receipt of the AuthorityPurchaser’s comments.
44.3 60.4 The Contractor Supplier shall throughout the period of the Agreement Contract review, maintain and continuously update the Exit Plan which shall include:
44.3.1 60.4.1 the activities required to enable the Authority Purchaser to re-tender the Authority Purchaser Requirements and/or the provision of the Services;
44.3.2 60.4.2 the activities necessary to support any Replacement Contractor Supplier or the Authority Purchaser in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 60.4.3 details of the Exit Management to be provided by the Contractor Supplier prior to the Exit Management Date;
44.3.4 60.4.4 support for the Replacement Contractor Supplier or the Authority Purchaser during their preparation of any relevant plan for the transition of the System to the Replacement Contractor Supplier or AuthorityPurchaser, including prior to and during such transition period;
44.3.5 60.4.5 the maintenance of a ‘business as usual’ environment for the Authority Purchaser during the period when Exit Management obligations are applicable; and
44.3.6 60.4.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a Replacement Contractor Supplier or the AuthorityPurchaser.
44.4 No amendment of the Exit Plan shall be made without prior written consent of the Authority.
Appears in 1 contract
Sources: Contract for Development & Learning
Exit Management. The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement.
44.1 The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within [three (3) months] months after the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments.
44.3 The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include:
44.3.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Goods & related Services;
44.3.2 the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the Goods & related Services;
44.3.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Date;
44.3.4 support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period;
44.3.5 the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and
44.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Goods & related Services to either a Replacement Contractor or the Authority.
44.4 No amendment of the Exit Plan shall be made without prior written consent of the Authority.
Appears in 1 contract
Sources: Framework Agreement
Exit Management. 56.1 The Contractor shall perform its relevant Exit Management Parties acknowledge the importance of and, notwithstanding the obligations as part in this Clause 56, agree to use all reasonable efforts to effect an effective handover of the Framework whether applicable responsibility for the provision of the Service from the Concessionaire to the Council or to a Replacement Concessionaire on either termination or expiry of this Contract.
56.2 The Concessionaire shall ensure compliance with the provisions of schedule 11.
56.3 The Exit Plan shall include but not be limited to:
56.3.1 the Concessionaire's methodology and timelines for achieving an orderly transition of Services from the Concessionaire to the Replacement Concessionaire on the expiry or early termination of this AgreementContract including for the safe and orderly removal of all Structures installed by the Concessionaire under this Contract and the rectification and making good of the Council’s land and/or public highway;
56.3.2 the Concessionaire’s obligations to maintain the Structures during a period of transition between the transfer of Services from the Concessionaire to the Replacement Concessionaire;
56.3.3 full details and a breakdown of the respective responsibilities of the Parties (to a level of detail consistent with good industry practice) in respect of orderly transfer on the expiry or termination of this Contract of the Services to the Replacement Concessionaire and the timetable for transfer.
44.1 56.4 The Contractor agrees that Concessionaire shall review and (if it breaches (or attempts or threatens to breachappropriate) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within [three (3) months] after the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments.
44.3 The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which as required to reflect changes in the Service. In the event that the Concessionaire proposes any amendments to the Exit Plan, such requests will be considered in accordance with the Change Control Procedure.
56.5 Twelve (12) Months prior to expiry of this Contract or as soon as reasonably practicable after service of a notice of Termination (whichever occurs first), the Concessionaire shall includeimplement and comply with its obligations under the Exit Plan.
56.6 The Parties shall discharge all their respective obligations under the Exit Plan in accordance with:
44.3.1 56.6.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Services;
44.3.2 the activities necessary to support any Replacement Contractor or the Authority timetable for such activity specified in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 details of the Exit Management to be provided by the Contractor Plan; and
56.6.2 good industry practice. 56A TRANSFER OF STRUCTURES 56A.1 The Parties agree that prior to the Exit Management Date;
44.3.4 support end of Contract Period there will be an option for the Replacement Contractor Council to acquire from the Concessionaire the ownership of some or the Authority during their preparation of any relevant plan for the transition all of the System Structures. The option will be exercised on the following basis:
1.1 No more than 18 and no less than 12 months prior to the Replacement Contractor or Authorityexpiry of the Contract Period, including prior the Council shall write to and during such transition period;
44.3.5 the maintenance of Concessionaire’s Authorised Representative requesting a ‘business as usual’ environment for proposal from the Authority during Concessionaire detailing the period when Exit Management obligations are applicable; and
44.3.6 all other necessary activities terms on which the Concessionaire would be willing to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer ownership of all or part some of the Services Structures to either a Replacement Contractor or the Authority.
44.4 No amendment of the Exit Plan shall be made without prior written consent of the Authority.Council;
Appears in 1 contract
Sources: Contract for the Supply, Installation and Maintenance of Bus Shelters and Information Panels
Exit Management. The Contractor Service Provider shall perform its relevant Exit Management obligations as part of the Framework Contract whether applicable on either the expiry or early termination of this Agreement.
44.1 Contract. The Contractor Service Provider agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority Purchaser and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor Service Provider agrees that the Authority Purchaser may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 clause 56 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor Service Provider has breached (or attempted or threatened to breach) any such obligation, the Contractor Service Provider agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor Service Provider shall not oppose the entry of an appropriate order compelling performance by the Contractor Service Provider and restraining the Contractor Service Provider from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 . A draft of the Exit Plan shall be produced by the Contractor Service Provider and supplied to the Authority Purchaser within [three (3) months] after the Commencement Date and shall include or address the matters specified in Clause 44.3clause 61.3. The Authority Purchaser shall provide to the Contractor Service Provider the AuthorityPurchaser’s comments on the plan within one (1) month of the AuthorityPurchaser’s receipt of the plan. The Contractor Service Provider shall take into account the comments and suggestions of the Authority Purchaser and shall issue the final version of the Exit Plan to the Authority Purchaser within ten (10) Working Days of receipt of the AuthorityPurchaser’s comments.
44.3 . The Contractor Service Provider shall throughout the period of the Agreement Contract review, maintain and continuously update the Exit Plan which shall include:
44.3.1 : the activities required to enable the Authority Purchaser to re-tender the Authority Purchaser Requirements and/or the provision of the Services;
44.3.2 ; the activities necessary to support any Replacement Contractor Service Provider or the Authority Purchaser in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 ; details of the Exit Management to be provided by the Contractor Service Provider prior to the Exit Management Date;
44.3.4 ; support for the Replacement Contractor Service Provider or the Authority Purchaser during their preparation of any relevant plan for the transition of the System to the Replacement Contractor Service Provider or AuthorityPurchaser, including prior to and during such transition period;
44.3.5 ; the maintenance of a ‘business as usual’ environment for the Authority Purchaser during the period when Exit Management obligations are applicable; and
44.3.6 and all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a Replacement Contractor Service Provider or the Authority.
44.4 Purchaser. No amendment of the Exit Plan shall be made without prior written consent of the Authority.Purchaser. Consequences of Expiry or Termination Where the Purchaser terminates the Contract under clause 59 (Termination Rights) and makes other arrangements for the provision of services, the Service Provider indemnifies the Purchaser against all costs incurred in making those arrangements. Where the Purchaser terminates the Contract under clause 5 (Break), the Purchaser indemnifies the Service Provider against any unavoidable losses directly resulting from the termination of the Contract (excluding loss of profit). Any indemnity given by the Purchaser under clause 62.2 is subject to the Service Provider: taking all reasonable steps to mitigate its loss; taking all reasonable steps to recover its losses under any insurance policies held by it; and submitting a fully itemised and costed list of losses which it seeks to recover from the Purchaser together with supporting evidence. Except as provided for in clauses 52 (General Indemnity), 62.1 and 62.2 «F69: and the Management Arrangements», no indemnity is given or special payment is to be made by either Party to the other Party on expiry or termination of the Contract. On expiry or termination of the Contract the Service Provider must: immediately return to the Purchaser all Purchaser Property and Purchaser Protected Information in its possession; and destroy or delete any physical copies of Purchaser Protected Information in its possession. wherever possible destroy or delete any electronic copies of Purchaser Protected Information in its possession. Electronic Purchaser Protected Information that cannot fully be destroyed or deleted must be maintained as fully confidential and placed beyond reasonable recovery”. The following provisions survive the expiry or termination of the Contract:
Appears in 1 contract
Sources: Services Contract
Exit Management. The Contractor Service Provider shall perform its relevant Exit Management obligations as part of the Framework Contract whether applicable on either the expiry or early termination of this AgreementContract.
44.1 59.1 The Contractor Service Provider agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority Purchaser and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor Service Provider agrees that the Authority Purchaser may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 54 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor Service Provider has breached (or attempted or threatened to breach) any such obligation, the Contractor Service Provider agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor Service Provider shall not oppose the entry of an appropriate order compelling performance by the Contractor Service Provider and restraining the Contractor Service Provider from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 59.2 A draft of the Exit Plan shall be produced by the Contractor Service Provider and supplied to the Authority Purchaser within [three (3) months] months after the Commencement Date and shall include or address the matters specified in Clause 44.359.3. The Authority Purchaser shall provide to the Contractor Service Provider the AuthorityPurchaser’s comments on the plan within one (1) month of the AuthorityPurchaser’s receipt of the plan. The Contractor Service Provider shall take into account the comments and suggestions of the Authority Purchaser and shall issue the final version of the Exit Plan to the Authority Purchaser within ten (10) Working Days of receipt of the AuthorityPurchaser’s comments.
44.3 59.3 The Contractor Service Provider shall throughout the period of the Agreement Contract review, maintain and continuously update the Exit Plan which shall include:
44.3.1 59.3.1 the activities required to enable the Authority Purchaser to re-tender the Authority Purchaser Requirements and/or the provision of the Services;
44.3.2 59.3.2 the activities necessary to support any Replacement Contractor Service Provider or the Authority Purchaser in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 59.3.3 details of the Exit Management to be provided by the Contractor Service Provider prior to the Exit Management Date;
44.3.4 59.3.4 support for the Replacement Contractor Service Provider or the Authority Purchaser during their preparation of any relevant plan for the transition of the System to the Replacement Contractor Service Provider or AuthorityPurchaser, including prior to and during such transition period;
44.3.5 59.3.5 the maintenance of a ‘business as usual’ environment for the Authority Purchaser during the period when Exit Management obligations are applicable; and
44.3.6 59.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a Replacement Contractor Service Provider or the AuthorityPurchaser.
44.4 59.4 No amendment of the Exit Plan shall be made without prior written consent of the AuthorityPurchaser.
Appears in 1 contract
Sources: Services Contract
Exit Management. 44.1. The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement.
44.1 44.2. The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 44.3. A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within [three (3) months] after the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments.
44.3 44.4. The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include:
44.3.1 44.4.1. the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Services;
44.3.2 44.4.2. the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 44.4.3. details of the Exit Management to be provided by the Contractor prior to the Exit Management Date;
44.3.4 44.4.4. support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period;
44.3.5 44.4.5. the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and
44.3.6 44.4.6. all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a Replacement Contractor or the Authority.
44.4 44.5. No amendment of the Exit Plan shall be made without prior written consent of the Authority.
Appears in 1 contract
Sources: Framework Agreement
Exit Management. The Contractor 12.1 RBSO shall perform its relevant the exit management obligations set out in this clause and the Exit Management obligations Plan as part of the Framework Agreement whether applicable on either the expiry or early termination of this AgreementAgreement however arising.
44.1 The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders 12.2 RBSO shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If prepare a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations draft plan setting out information in relation to the service provided by RBSO pursuant to this Agreement and the transition to DOH or to another providers (“Exit Management.
44.2 A Plan”) and supply that draft Plan to DOH within twelve (12) months after the commencement of the this Agreement. The draft Exit Plan shall be produced by the Contractor and supplied to the Authority within [three (3) months] after the Commencement Date and shall include or address the matters specified following matters:-
(a) the information needed by DOH and the activities required to enable DOH to tender their requirements for the administration of the Scheme;
(b) the activities necessary to support DOH or any other person in Clause 44.3. The Authority carrying out any necessary due diligence relating to all or part of the administration of the Scheme;
(c) details of the exit management services to be provided by RBSO;
(d) support for DOH or any other person appointed by them during their preparation of any relevant plan for the transition of the administration of the Scheme to DOH or any other person, including prior to and during such transition period;
(e) the maintenance of a ‘business as usual’ environment for DOH during the period when exit management obligations are applicable; and
(f) all other necessary activities to support the preparation for, and execution of, a smooth and orderly exit management and transfer of all or part of the administration of the Scheme to either DOH or another person appointed by them.
12.3 DOH shall provide to the Contractor the Authority’s RBSO DOH comments on the plan draft Exit Plan within one (1) month of the Authority’s their receipt of the plandraft Exit Plan. The Contractor RBSO shall take into account the comments and suggestions of the Authority DOH and shall issue the final version of the Exit Plan to the Authority DOH within ten (10) Working Days of receipt of the AuthorityDOH’s comments.
44.3 The Contractor 12.4 RBSO shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include:
44.3.1 the activities required also address any further comments made by DOH from time to enable the Authority to re-tender the Authority Requirements and/or the provision of the Services;
44.3.2 the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Date;
44.3.4 support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period;
44.3.5 the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and
44.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a Replacement Contractor or the Authoritytime.
44.4 12.5 No amendment of the Exit Plan shall be made considered final without prior written consent of the AuthorityDOH.
Appears in 1 contract
Sources: Service Level Agreement
Exit Management. The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement.
44.1 The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened threat ened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within [three (3) months] months after the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments.
44.3 The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include:
44.3.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Services;
44.3.2 the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Date;
44.3.4 support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period;
44.3.5 the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and
44.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services Servic es to either a Replacement Contractor or the Authority.
44.4 No amendment of the Exit Plan shall be made without prior written consent of the Authority.
Appears in 1 contract
Sources: Framework Agreement
Exit Management. The Contractor Service Provider shall perform its relevant Exit Management obligations as part of the Framework Contract whether applicable on either the expiry or early termination of this AgreementContract.
44.1 59.1 The Contractor Service Provider agrees that if it breaches (or attempts or threatens to breachb reach) its obligation to provide Exit Management, the Authority Purchaser and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor Service Provider agrees that the Authority Purchaser may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 54 (Dispute Resolution). If a court of competent jurisdiction finds f inds that the Contractor Service Provider has breached (or attempted or threatened to breach) any such obligation, the Contractor Service Provider agrees that without any additional findings of irreparable injury, or other conditions conditi ons to interdictinterd ic t, the Contractor Service Provider shall not oppose the entry of an appropriate order compelling performance by the Contractor Service Provider and restraining the Contractor Service Provider from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 59.2 A draft of the Exit Plan shall be produced by the Contractor Service Provider and supplied su pplied to the Authority Purchaser within [three one (31) months] months after the Commencement Date and shall include or address the matters specified in Clause 44.359.3. The Authority Purchaser shall provide to the Contractor Service Provider the AuthorityPurchaser’s comments on the plan within one two (12) month week’s of the AuthorityPurchaser’s receipt of the plan. The Contractor Service Provider shall take into account the comments and suggestions of the Authority Purchaser and shall issue the final f inal version of the Exit Plan to the Authority Purchaser within ten (10) Working Days of receipt of the AuthorityPurchaser’s comments.
44.3 59.3 The Contractor Service Provider shall throughout the period of the Agreement Contract review, maintain and continuously update the Exit Plan which shall include:
44.3.1 59.3.1 the activities required to enable the Authority Purchaser to re-tender the Authority Purchaser Requirements and/or the provision of the Services;
44.3.2 59.3.2 the activities necessary to support any Replacement Contractor Service Provider or the Authority Purchaser in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 59.3.3 details of the Exit Management to be provided by the Contractor Service Provider prior to the Exit Management Date;
44.3.4 59.3.4 support for the Replacement Contractor Service Provider or the Authority Purchaser during their preparation of any relevant plan for the transition of the System to the Replacement Contractor Service Provider or AuthorityPurchaser, including prior to and during such transition period;
44.3.5 59.3.5 the maintenance of a ‘business as usual’ environment for the Authority Purchaser during the period when Exit Management obligations are applicable; and
44.3.6 59.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a Replacement Contractor Service Provider or the AuthorityPurchaser.
44.4 59.4 No amendment of the Exit Plan shall be made without prior written consent of the AuthorityPurchaser.
Appears in 1 contract
Sources: Services Contract
Exit Management. The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement.
44.1 The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.,
44.2 A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within [three (3) months] months after the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments.
44.3 The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include:
44.3.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Services;
44.3.2 the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Date;
44.3.4 support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period;
44.3.5 the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and
44.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a Replacement Contractor or the Authority.
44.4 No amendment of the Exit Plan shall be made without prior written consent of the Authority.
Appears in 1 contract
Sources: Framework Agreement
Exit Management. 44.1 The Contractor Service Provider shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement.
44.1 44.2 The Contractor Service Provider agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor Service Provider agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor Service Provider has breached (or attempted or threatened to breach) any such obligation, the Contractor Service Provider agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor Service Provider shall not oppose the entry of an appropriate order compelling performance by the Contractor Service Provider and restraining the Contractor Service Provider from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 44.3 A draft of the Exit Plan shall be produced by the Contractor Service Provider and supplied to the Authority within [three (3) months] months after the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor Service Provider the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor Service Provider shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments.
44.3 44.4 The Contractor Service Provider shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include:
44.3.1 44.4.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Services;
44.3.2 44.4.2 the activities necessary to support any Replacement Contractor Service Provider or the Authority in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 44.4.3 details of the Exit Management to be provided by the Contractor Service Provider prior to the Exit Management Date;
44.3.4 44.4.4 support for the Replacement Contractor Service Provider or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor Service Provider or Authority, including prior to and during such transition period;
44.3.5 44.4.5 the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and
44.3.6 44.4.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a Replacement Contractor Service Provider or the Authority.
44.4 44.4.7 No amendment of the Exit Plan shall be made without prior written consent of the Authority.
Appears in 1 contract
Sources: Framework Agreement
Exit Management. The Contractor Service Provider shall perform its relevant Exit Management obligations as part of the Framework this Contract whether applicable on either the expiry or early termination of this AgreementContract.
44.1 59.1. The Contractor Service Provider agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority Purchaser and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor Service Provider agrees that the Authority Purchaser may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 54 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor Service Provider has breached (or attempted or threatened to breach) any such obligation, the Contractor Service Provider agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor Service Provider shall not oppose the entry of an appropriate order compelling performance by the Contractor Service Provider and restraining the Contractor Service Provider from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 59.2. A draft of the Exit Plan shall be produced by the Contractor Service Provider and supplied to the Authority Purchaser within [three (3) months] after the Commencement Date and shall include or address the matters specified in Clause 44.359.3. The Authority Purchaser shall provide to the Contractor Service Provider the Authority’s Purchaser's comments on the plan within one (1) month of the Authority’s Purchaser's receipt of the plan. The Contractor Service Provider shall take into account the comments and suggestions of the Authority Purchaser and shall issue the final version of the Exit Plan to the Authority Purchaser within ten (10) Working Days of receipt of the Authority’s Purchaser's comments.
44.3 59.3. The Contractor Service Provider shall throughout the period of the Agreement Contract review, maintain and continuously update the Exit Plan which shall include:
44.3.1 59.3.1. the activities required to enable the Authority Purchaser to re-tender the Authority Purchaser Requirements and/or the provision of the Services;
44.3.2 59.3.2. the activities necessary to support any Replacement Contractor Service Provider or the Authority Purchaser in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 59.3.3. details of the Exit Management to be provided by the Contractor Service Provider prior to the Exit Management Dateany expiry or termination of this Contract;
44.3.4 59.3.4. support for the Replacement Contractor Service Provider or the Authority Purchaser during their preparation of any relevant plan for the transition of the System Services to the Replacement Contractor Service Provider or AuthorityPurchaser, including prior to and during such transition period;
44.3.5 59.3.5. the maintenance of a ‘'business as usual’ ' environment for the Authority Purchaser during the period when Exit Management obligations are applicable; and
44.3.6 59.3.6. all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a Replacement Contractor Service Provider or the AuthorityPurchaser.
44.4 59.4. No amendment of the Exit Plan shall be made without prior written consent of the AuthorityPurchaser.
Appears in 1 contract
Sources: Services Contract
Exit Management. The Contractor Service Provider shall perform its relevant Exit Management obligations as part of the Framework Contract whether applicable on either the expiry or early termination of this Agreement.
44.1 Contract. The Contractor Service Provider agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority Purchaser and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor Service Provider agrees that the Authority Purchaser may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 clause 56 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor Service Provider has breached (or attempted or threatened to breach) any such obligation, the Contractor Service Provider agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor Service Provider shall not oppose the entry of an appropriate order compelling performance by the Contractor Service Provider and restraining the Contractor Service Provider from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 . A draft of the Exit Plan shall be produced by the Contractor Service Provider and supplied to the Authority Purchaser within [three (3) months] after the Commencement Date and shall include or address the matters specified in Clause 44.3clause 61.3. The Authority Purchaser shall provide to the Contractor Service Provider the AuthorityPurchaser’s comments on the plan within one (1) month of the AuthorityPurchaser’s receipt of the plan. The Contractor Service Provider shall take into account the comments and suggestions of the Authority Purchaser and shall issue the final version of the Exit Plan to the Authority Purchaser within ten (10) Working Days of receipt of the AuthorityPurchaser’s comments.
44.3 . The Contractor Service Provider shall throughout the period of the Agreement Contract review, maintain and continuously update the Exit Plan which shall include:
44.3.1 : the activities required to enable the Authority Purchaser to re-tender the Authority Purchaser Requirements and/or the provision of the Services;
44.3.2 ; the activities necessary to support any Replacement Contractor Service Provider or the Authority Purchaser in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 ; details of the Exit Management to be provided by the Contractor Service Provider prior to the Exit Management Date;
44.3.4 ; support for the Replacement Contractor Service Provider or the Authority Purchaser during their preparation of any relevant plan for the transition of the System to the Replacement Contractor Service Provider or AuthorityPurchaser, including prior to and during such transition period;
44.3.5 ; the maintenance of a ‘business as usual’ environment for the Authority Purchaser during the period when Exit Management obligations are applicable; and
44.3.6 and all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a Replacement Contractor Service Provider or the Authority.
44.4 Purchaser. No amendment of the Exit Plan shall be made without prior written consent of the Authority.Purchaser. Consequences of Expiry or Termination Where the Purchaser terminates the Contract under clause 59 (Termination Rights) and makes other arrangements for the provision of services, the Service Provider indemnifies the Purchaser against all costs incurred in making those arrangements. Where the Purchaser terminates the Contract under clause 5 (Break), the Purchaser indemnifies the Service Provider against any unavoidable losses directly resulting from the termination of the Contract (excluding loss of profit). Any indemnity given by the Purchaser under clause 62.2 is subject to the Service Provider: taking all reasonable steps to mitigate its loss; taking all reasonable steps to recover its losses under any insurance policies held by it; and submitting a fully itemised and costed list of losses which it seeks to recover from the Purchaser together with supporting evidence. Except as provided for in clauses 52 (Indemnity), 62.1 and 62.2 «F69: and the Management Arrangements», no indemnity is given or special payment is to be made by either Party to the other Party on expiry or termination of the Contract. On expiry or termination of the Contract the Service Provider must: immediately return to the Purchaser all Purchaser Property and Purchaser Protected Information in its possession; and destroy or delete any physical copies of Purchaser Protected Information in its possession. wherever possible destroy or delete any electronic copies of Purchaser Protected Information in its possession. Electronic Purchaser Protected Information that cannot fully be destroyed or deleted must be maintained as fully confidential and placed beyond reasonable recovery”. The following provisions survive the expiry or termination of the Contract:
Appears in 1 contract
Sources: Services Contract
Exit Management. 57.1 The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this AgreementContract.
44.1 57.2 The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority Purchaser and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority Purchaser may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 53 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 57.3 A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority Purchaser within [three (3) months] months after the Commencement Date and shall include or address the matters specified in Clause 44.357.4. The Authority Purchaser shall provide to the Contractor Service Provider the AuthorityPurchaser’s comments on the plan within one (1) month of the AuthorityPurchaser’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority Purchaser and shall issue the final version of the Exit Plan to the Authority Purchaser within ten (10) Working Days of receipt of the AuthorityPurchaser’s comments.
44.3 57.4 The Contractor shall throughout the period of the Agreement Contract review, maintain and continuously update the Exit Plan which shall include:
44.3.1 57.4.1 the activities required to enable the Authority Purchaser to re-tender the Authority Purchaser Requirements and/or the provision of the Services;
44.3.2 57.4.2 the activities necessary to support any Replacement Contractor or the Authority Purchaser in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 57.4.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Date;
44.3.4 57.4.4 support for the Replacement Contractor or the Authority Purchaser during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or AuthorityPurchaser, including prior to and during such transition period;
44.3.5 57.4.5 the maintenance of a ‘business as usual’ environment for the Authority Purchaser during the period when Exit Management obligations are applicable; and
44.3.6 57.4.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a Replacement Contractor or the AuthorityPurchaser.
44.4 57.5 No amendment of the Exit Plan shall be made without prior written consent of the AuthorityPurchaser.
Appears in 1 contract
Sources: Framework Agreement
Exit Management. 58.1 The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement.Contract
44.1 58.2 The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority Purchaser and their respective customers Framework Public Body Customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority Purchaser may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 53 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 58.3 A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority Purchaser within [three (3) months] months after the Commencement Date and shall include or address the matters specified in Clause 44.358.4. The Authority Purchaser shall provide to the Contractor the AuthorityPurchaser’s comments on the plan within one (1) month of the AuthorityPurchaser’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority Purchaser and shall issue the final version of the Exit Plan to the Authority Purchaser within ten (10) Working Days of receipt of the AuthorityPurchaser’s comments.
44.3 58.4 The Contractor shall throughout the period of the Agreement Contract review, maintain and continuously update the Exit Plan which shall include:
44.3.1 58.4.1 the activities required to enable the Authority Purchaser to re-tender the Authority Purchaser Requirements and/or the provision of the Services;
44.3.2 58.4.2 the activities necessary to support any Replacement Contractor or the Authority Purchaser in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 58.4.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Date;
44.3.4 58.4.4 support for the Replacement Contractor or the Authority Purchaser during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or AuthorityPurchaser, including prior to and during such transition period;
44.3.5 58.4.5 the maintenance of a ‘business as usual’ environment for the Authority Purchaser during the period when Exit Management obligations are applicable; and
44.3.6 58.4.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a Replacement Contractor or the AuthorityPurchaser.
44.4 58.5 No amendment of the Exit Plan shall be made without prior written consent of the AuthorityPurchaser.
Appears in 1 contract
Sources: Services Contract
Exit Management. The Contractor Service Provider shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement.
44.1 The Contractor Service Provider agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor Service Provider agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor Service Provider has breached (or attempted or threatened to breach) any such obligation, the Contractor Service Provider agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor Service Provider shall not oppose the entry of an appropriate order compelling performance by the Contractor Service Provider and restraining the Contractor Service Provider from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 A draft of the Exit Plan shall be produced by the Contractor Service Provider and supplied to the Authority within [three (3) months] months after the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor Service Provider the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor Service Provider shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments.
44.3 The Contractor Service Provider shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include:
44.3.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Services;
44.3.2 the activities necessary to support any Replacement Contractor Service Provider or the Authority in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 details of the Exit Management to be provided by the Contractor Service Provider prior to the Exit Management Date;
44.3.4 support for the Replacement Contractor Service Provider or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor Service Provider or Authority, including prior to and during such transition period;
44.3.5 the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and
44.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a Replacement Contractor Service Provider or the Authority.
44.4 44.3.7 No amendment of the Exit Plan shall be made without prior written consent of the Authority.
Appears in 1 contract
Sources: Framework Agreement
Exit Management. The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement.
44.1 The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within [three (3) months] after the Commencement Date and shall include or address the matters specified in Clause 44.346.3. The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments.
44.3 The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include:
44.3.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Services;
44.3.2 the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Date;
44.3.4 support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period;
44.3.5 the maintenance of a ‘business as usual’ environment for the Authority during the period when Exit Management obligations are applicable; and
44.3.6 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a Replacement Contractor or the Authority.
44.4 No amendment of the Exit Plan shall be made without prior written consent of the Authority.
Appears in 1 contract
Sources: Framework Agreement