TERMINATION SUPPORT Sample Clauses

The Termination Support clause outlines the obligations of a party to provide assistance and resources when a contract is ending or being terminated. Typically, this clause requires the service provider to help transition services, transfer data, or provide necessary documentation to ensure a smooth handover to the client or a new provider. Its core practical function is to minimize disruption and ensure continuity by facilitating an orderly transition at the end of the contractual relationship.
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TERMINATION SUPPORT. Upon expiration or termination of this Agreement and during a reasonable period before, Demandware shall assist ▇▇▇▇▇▇▇▇▇▇.▇▇, at ▇▇▇▇▇▇▇▇▇▇.▇▇’s expense, with the transition to another platform, whether operated by ▇▇▇▇▇▇▇▇▇▇.▇▇ or a third party service provider (“New Service Provider). Such obligation to assist shall include the following:
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TERMINATION SUPPORT. In the event of termination of this Agreement by the Publisher pursuant to Section 17, the Publisher will have the following rights and obligations: HealthGate will comply with the Publisher's reasonable directions, and will provide the Publisher any and all termination assistance reasonably requested by the Publisher to allow the Services to continue and to facilitate the orderly transfer of responsibility for the Site to the Publisher or a successor provider of the Site designated by the Publisher. The Publisher agrees to pay HealthGate fees for services associated with the transition. The rate and amount of such payment shall be determined by both parties agreeing to meet and use their best endeavors to develop a Post Termination Support plan. The Termination assistance to be provided to the Publisher by HealthGate may include the following: (a) HealthGate will liaise with the Publisher, making available for such purpose such HealthGate liaison staff as the Publisher may reasonably require, and acting in all good faith, to ensure a mutually satisfactory license of the Software to the Publisher or, at the Publisher's option, to a replacement contractor. The period of liaison will commence as soon as notice has been given of termination of this Agreement, and will continue for a maximum period of 3 months after termination; (b) HealthGate agrees that at the time of termination of this Agreement, it will render all assistance, provide all documentation and undertake all actions to the extent necessary to effect an orderly assumption of the Site by the Publisher or, at the Publisher's option, by a replacement contractor; (c) If the Publisher so require, HealthGate will use its best endeavours to procure the transfer at the Publisher's expense, to the Publisher or to a third party nominated by the Publisher at the Publisher's sole discretion, of any Third Party Software licenses HealthGate may have obtained in its own name in order to run the Site and used for that purpose exclusively; (d) HealthGate will develop, together with the Publisher, a plan for the orderly transition of services ("Transition Plan") then being performed by HealthGate from HealthGate to the Publisher or such successor provider. (e) HealthGate will provide reasonable training for personnel of the Publisher in the performance of the services then being transitioned to the Publisher or such successor provider of Services
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Related to TERMINATION SUPPORT

  • Litigation Support In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Seller, the other Party will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 below).

  • Production Support Each Software Subscription comes with Standard or Premium Production Support. Red Hat only provides Production Support for the Red Hat Products and does not provide any Production Support for any underlying infrastructure or for any third party products that may be running on any servers or virtual machines.

  • Termination; Survival This Agreement shall terminate upon satisfaction and discharge of the Indenture. However, Article IV shall survive termination of this Agreement.

  • Information Supplied (i) None of the information supplied or to be supplied by PNU for inclusion or incorporation by reference in (A) the Form S-4 (as defined in Section 5.1) will, at the time the Form S-4 becomes effective under the Securities Act or at the time of any post-effective amendment thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (B) the Joint Proxy Statement/Prospectus will, on the date it is first mailed to Monsanto stockholders or PNU stockholders or at the time of the Monsanto Stockholders Meeting or the PNU Stockholders Meeting (each as defined in Section 5.1), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Form S-4 and the Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 3.1(e), no representation or warranty is made by PNU with respect to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus based on information supplied by Monsanto or Merger Sub for inclusion or incorporation by reference therein.

  • Information Supplementation Prior to the Commercial Operation Date, the Developer and Connecting Transmission Owner shall supplement their information submissions described above in this Article 24 with any and all “as-built” Large Generating Facility information or “as-tested” performance information that differs from the initial submissions or, alternatively, written confirmation that no such differences exist. The Developer shall conduct tests on the Large Generating Facility as required by Good Utility Practice such as an open circuit “step voltage” test on the Large Generating Facility to verify proper operation of the Large Generating Facility’s automatic voltage regulator. Unless otherwise agreed, the test conditions shall include: (1) Large Generating Facility at synchronous speed; (2) automatic voltage regulator on and in voltage control mode; and (3) a five percent change in Large Generating Facility terminal voltage initiated by a change in the voltage regulators reference voltage. Developer shall provide validated test recordings showing the responses of Large Generating Facility terminal and field voltages. In the event that direct recordings of these voltages is impractical, recordings of other voltages or currents that mirror the response of the Large Generating Facility’s terminal or field voltage are acceptable if information necessary to translate these alternate quantities to actual Large Generating Facility terminal or field voltages is provided. Large Generating Facility testing shall be conducted and results provided to the Connecting Transmission Owner and NYISO for each individual generating unit in a station. Subsequent to the Commercial Operation Date, the Developer shall provide Connecting Transmission Owner and NYISO any information changes due to equipment replacement, repair, or adjustment. Connecting Transmission Owner shall provide the Developer and NYISO any information changes due to equipment replacement, repair or adjustment in the directly connected substation or any adjacent Connecting Transmission Owner substation that may affect the Developer Attachment Facilities equipment ratings, protection or operating requirements. The Developer and Connecting Transmission Owner shall provide such information no later than thirty (30) Calendar Days after the date of the equipment replacement, repair or adjustment.