Common use of Transfer of Certain Assets Clause in Contracts

Transfer of Certain Assets. Upon reasonable advance written notice to Service Provider and as may be more specifically set forth in the Transition Plan, the Department (or its alternative service provider) may, at a mutually agreeable time in advance of Cut-Over: (a) Assume Service Provider’s lease for the Service Center where the Services were provided on the date of the termination, provided such lease is assignable to Department and Department agrees in writing to be bound by the terms and conditions of such lease. The Parties will cooperate as necessary to return any deposits to the Service Provider, transfer any utilities to the Department, and otherwise effect a smooth transition of the Service Center to the Department. (b) Acquire any equipment and hardware in the Service Center which Service Provider owns, which is dedicated to provide the Services and for which Department pays Service Provider the unamortized costs. Service Provider shall depreciate the hardware and equipment in accordance with generally accepted accounting principles, without additional markup of the assets. Such schedule may be audited by the Department in accordance with Section 4.13 (“Audit Rights”). (c) Employ any Service Provider employees providing Services, provided such employees consent. The Department may recruit and solicit any person providing Services within 120 days prior to Cut-Over and anytime thereafter. Service Provider agrees to waive any restrictive covenants preventing such recruitment, solicitation or employment.