Terms and Conditions of the Transition Plan Sample Clauses

Terms and Conditions of the Transition Plan. Immediately upon receipt of either ExxonMobil’s or Distributor’s election to implement a Transition Plan pursuant to Section 10.5(a), or at least [***] ([***]) days prior to the expiration of this Agreement if not replaced by a new agreement, ExxonMobil and Distributor will cooperate and negotiate in good faith to adopt a mutually acceptable Transition Plan. Except as otherwise mutually agreed in the Transition Plan: (i) The transition period will be [***] ([***]) days from the actual termination or expiration date of this Agreement, as applicable (the “Transition Period”); (ii) All of the terms and conditions set forth in this Agreement will continue in full force and effect through the Transition Period; provided, however, that the following will no longer apply: Section 1.4 (Term), and exhibits and addenda that will terminate at the expiration or termination of this Agreement, except for such arrangements that by their nature become subject to the Transition Plan. (iii) ExxonMobil and Distributor will work together to develop a detailed forecast for the Products and the Branded Technical Services in the Assigned Territory, which forecast will take into consideration the transition of the supply of the Products and Branded Technical Services to an alternate ExxonMobil distributor prior to the conclusion of the Transition Period.
Terms and Conditions of the Transition Plan. Immediately upon receipt of ExxonMobil’s election to require a Transition Plan pursuant to Section ‎13.5(A), or at least [***] prior to the expiration of this Agreement if not replaced by a new agreement as contemplated by Section ‎4.0, ExxonMobil and Distributor will cooperate and negotiate in good faith to adopt a mutually acceptable Transition Plan. Except as otherwise mutually agreed in the Transition Plan: (1) The transition period triggered by Section ‎13.5(A)(1) or ‎13.5(A)(2), at ExxonMobil’s election, will be up to [***] from the actual termination or [***] in the event of expiration date of this Agreement, as applicable (the “Transition Period”); ExxonMobil, in its determination, may elect a shorter duration for the Transition Period; (2) All of the terms and conditions set forth in this Agreement will continue to be in full force and effect through the Transition Period; provided, however, that the following provisions will no longer apply: Section ‎4.0 (“Term”); exhibits and addenda that will terminate at the expiration or termination of this Agreement, except for such arrangements that by their nature become subject to the Transition Plan; and (3) ExxonMobil and Distributor will work together to develop a detailed forecast for the Products and the Supply Products in the Territory on a product-specific and package-specific basis and appropriate inventory levels (the “Transition Forecasted Volumes”), which forecast will take into consideration the transition of the supply of the Products and Supply Products and contemplate that certain Products or Supply Products may be transitioned to an alternate supplier prior to the conclusion of the Transition Period. Except as provided in Section ‎13.5(C) below, the Transition Forecasted Volumes are estimates and will in no manner bind ExxonMobil to any minimum purchase.

Related to Terms and Conditions of the Transition Plan

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  • Terms and Conditions of Sale This Price List supersedes all previous price lists.