Orderly Termination Sample Clauses

Orderly Termination. Upon the termination or expiration of this Acknowledgement, Prospect and Walmart shall immediately return to each other upon request all papers, programs, materials, documents and other properties of the other held by each during the term of this Acknowledgement, including, without limitation, all written and electronic copies thereof, all storage devices on which any Confidential Information is stored, and all other materials containing or incorporating Confidential Information, including any and all excerpts, parts, portions, transcriptions, copies, facsimiles, and reproductions of Confidential Information.

Orderly Termination. Upon termination or other expiration of this Contract, each Party shall promptly return to the other Party all papers, materials, and other properties of the other held by each for purposes of execution of the Contract. In addition, each Party will assist the other Party in orderly termination of this Contract and the transfer of all aspects, tangible and intangible, as may be necessary for the orderly, non-disruptive business continuation of each Party. At the end of the term of this Contract or in the event of termination of this Contract by either party, the Contractor agrees to provide County with a computer history tape (in a form and format reasonable acceptable to the County) with information necessary to transfer the records of each member's history of Claims within thirty (30) days of the effective date of the termination of this Contract. County may request copies of individual files necessary to reconstruct individual histories on specified members for up to five (5) years after termination of this Contract. At the end of the term of this Contract or in the event of termination of the Contract by either Party and upon the request of County Contractor agrees to continue the administration of claims incurred prior to the effective ending date of this Contract for a period of six months after the termination date.

Orderly Termination. Upon termination or other expiration of this Contract, each Party shall promptly return to the other Party all papers, materials, and other properties of the other held by each for purposes of execution of the Contract, subject to the Contractor’s right to retain a copy of materials as provided in Section 26 and 27 hereof. In addition, each Party will assist the other Party in orderly termination of this Contract and the transfer of all aspects, tangible and intangible, as may be necessary for the orderly, non- disruptive business continuation of each Party, provided that the Contractor shall be compensated for such transition services at its specified rates.

Orderly Termination. (a) In the event of the termination of a Service for any reason whatsoever (other than a termination by TI pursuant to Section 16.1(a)), TELUS shall as soon as possible and in any event within thirty (30) days of the termination date, prepare with TI a termination assistance plan and provide the termination assistance services specified therein for such period as TI may reasonably require, up to a maximum equal to, for each Service, the applicable transition assistance period as set out in Schedule A or Schedule 4.1 or , if no transition assistance period is specified in Schedule A or Schedule 4.1, the applicable termination notice period as set out in Schedule A or Schedule 4.1 or, if no termination notice period is set out Schedule A or Schedule 4.1, the applicable notice periods set out in Sections 16.1(a) or 16.1(b), respectively. (b) The Parties agree that during the termination assistance period: (i) TELUS shall continue to provide the Services and TI shall continue to pay the Fees for such Services (provided that, where the termination is as a result of a default by TI, TELUS may, by written notice to TI, require payment in advance for any Services to be rendered); and (ii) there will be no additional charges invoiced for the termination assistance services where such termination assistance services can be provided using then-current resources. Notwithstanding the foregoing, if any Changes are required to implement the termination assistance services, such Changes shall be subject to the Change Management Procedures. (c) The Parties agree that the termination assistance plan shall include all services necessary for the transition of the applicable Services from TELUS to TI or to any Third Party service provider, as directed by TI. TELUS shall cooperate in good faith with TI and any replacement service provider so as to ensure a smooth transition, without interruption of or adverse impact to the Services. In order to ensure a smooth transition, the Parties shall each name a project manager for the implementation of the termination assistance plan who shall, in the event of any termination of this Agreement as a whole, or of the termination of more than one Service, or if the scope of the termination services otherwise reasonably warrants (as mutually agreed between the Parties), be entirely dedicated to the implementation of the termination assistance plan during the time period thereof.

Orderly Termination. 21 1. After receipt of a written Notice of Termination by COUNTY for lack of appropriation or a 22 Notice of Termination by CONTRACTOR, CONTRACTOR shall submit to COUNTY a termination 23 invoice. Such invoice shall be submitted no later than 30 days from the effective date of termination, 24 unless one or more extensions in writing are granted by COUNTY upon request of CONTRACTOR 25 made in writing within such thirty (30) day period or authorized extension thereof. Upon any such 26 termination, COUNTY agrees to pay CONTRACTOR for all products and services delivered or 27 performed prior to termination, which meet the requirements of this Agreement provided, however, that 28 such compensation shall not exceed the total compensation set forth in this Agreement as the total 29 compensation may be reduced by payments already otherwise made and as further reduced by work not 30 terminated. 31 2. Upon such termination or other expiration of this Agreement, each party shall within thirty 32 (30) days return to the other all papers, materials and other properties and Confidential Information of 33 the other held by each for purposes of execution of this Agreement. In addition, each party will assist 34 // 35 the other party in orderly termination of this Agreement and the transfer of all assets, tangible and 36 intangible, as may be necessary for the orderly, non-disrupted business continuation of each party.

Orderly Termination. After receipt of a termination notice from County, Contractor shall submit to County a termination claim, if applicable. Such claim shall be submitted promptly, but in no event later than sixty (60) days from the effective date of the termination, unless one or more extensions in writing are granted by County upon written request of Contractor. Upon termination County agrees to pay Contractor for all services performed prior to termination which meet the requirements of the Contract, provided, however, that such compensation plus previously paid compensation shall not exceed the total compensation set forth in the Contract. Upon termination or other expiration of this Contract, each party shall promptly return to the other party all papers, materials, and other properties of the other held by each for purposes of execution of the Contract. In addition, each party will assist the other party in orderly termination of this Contract and the transfer of all aspects, tangible and intangible, as may be necessary for the orderly, non-disruptive business continuation of each party.

Orderly Termination. 31.1 Contractor agrees that at the commencement of this Contract and any TOA or SWO issued hereunder, it shall have ready and available sufficient levels of inventory and qualified personnel to be able to promptly, diligently, efficiently and completely prosecute the specified services to completion. If the specified work involves the transitioning of work from another entity to Contractor, Contractor shall be required to assume full responsibility for the work and complete any required transitioning within no more than 15 days from a NTP from the State. 31.2 Upon the expiration or earlier termination of this Contract or any TOA or SWO issued hereunder, Contractor shall: a) promptly, diligently, efficiently and in good faith work with any successor contractor and the Department to transition services over to the successor contractor; b) during the transition period, continue to be subject to all of the terms and conditions of the Contract, including, by way of example only, those that govern the rates, fees and other charges that Contractor may be permitted to charge the Department under the Contract, and under no circumstances shall the Contractor be entitled to raise any such rates, fees and/or other charges during the transition period; and, c) at the end of the transition period, provide the Department with a summary report of the transition that, among other things, contains a certification signed by an officer of the Contractor who is authorized to legally bind Contractor, that states that all actions necessary to successfully transition the services to the successor contractor have been completed, or if they have not been completed, why they have not been completed. The Department shall be entitled to withhold any final payment(s) otherwise due Contractor until it receives the summary report and certification specified in this subsection.

Orderly Termination. (a) In the event of termination or expiry of the Agreement, each Party shall cooperate to effect an orderly wind-up of the Program. Within thirty (30) days of termination or expiry, each Party shall pay to the other any amounts owed to that other Party under this Agreement. (b) In the event of a termination of this Agreement by Canoe pursuant to Section 8.4, the Supplier shall be liable to Canoe for any costs incurred by Canoe and corresponding Administration Fees as a result of the notice of default and termination of this Agreement.

Orderly Termination. After receipt of a termination notice from the County of Orange, the Contractor may submit to the County a termination claim, if applicable. Such claim shall be submitted promptly, but in no event later than 60 days from the effective date of the termination, unless one or more extensions in writing are granted by the County upon written request of the Contractor. Upon termination County agrees to pay the Contractor for all services performed prior to termination which meet the requirements of the Contract, provided, however, that such compensation combined with previously paid compensation shall not exceed the total compensation set forth in the Contract. Upon termination or other expiration of this Contract, each party shall promptly return to the other party all papers, materials, and other properties of the other held by each for purposes of performance of the Contract.