Transfer of Responsibility on Expiry or Termination Sample Clauses

Transfer of Responsibility on Expiry or Termination. 15.1 The Contractor shall, at no cost to the Department, promptly provide such assistance and comply with such timetable as the Department may reasonably require for the purpose of ensuring an orderly transfer of responsibility upon the expiry or other termination of this Contract. The Department shall be entitled to require the provision of such assistance both prior to and, for a reasonable period of time after the expiry or other termination of this Contract. 15.2 Such assistance may include (without limitation) the delivery of documents and data in the possession or control of the Contractor which relate to this Contract, including the documents and data, if any, referred to in the Schedule. 15.3 The Contractor undertakes that it shall not knowingly do or omit to do anything that may adversely affect the ability of the Department to ensure an orderly transfer of responsibility.

Transfer of Responsibility on Expiry or Termination. 32.1 Should we consider that a transfer of responsibility in respect of Project Activities, employees, Participants and/or Beneficiary Organisations or otherwise is necessary or desirable at any time during or in anticipation of the cessation of the Project, and/or upon the expiry or termination of this Agreement, you shall at no additional cost to us promptly provide such assistance (including the preparation of an exit plan or transitional plan) in such form as we specify) and comply with such timetable as we may reasonably require for the purpose of ensuring an orderly transfer of responsibility. We shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time (not being more than twelve (12) months) after the expiry or termination of this Agreement. You will provide such assistance to us and/or such other entity as we shall direct. 32.2 The assistance referred to in Clause 32.1 may include the delivery or destruction of documents and data in your possession or control which relate to the Grant or the Project. 32.3 On any transfer of responsibility, your employees who have been engaged in relation to the Project may have rights under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). You shall comply with all your obligations under TUPE and shall indemnify us against any losses, liabilities, claims, costs and expenses (including legal costs and expenses on an indemnity basis) that we may incur if TUPE applies (i) in respect of any period up to, and including, the date when any such employees' contracts of employment are transferred under TUPE and (ii) as a consequence of such transfer. 32.4 We shall be entitled to novate this Agreement or any part thereof to a body appointed to manage any part of this Agreement, the Project or the Grant and to any other body which substantially performs any of the functions similar to or that previously had been performed by us. You agree to provide all reasonable assistance and sign all documents (including a novation agreement) to give effect to such novation, provided that such novation shall not increase the burden of your obligations under this Agreement.

Transfer of Responsibility on Expiry or Termination. 40.1 Upon the day which is six (6) months before the expiry of this Agreement, or as soon as the Operator is aware of the proposed termination of this Agreement but in any event within one (1) month of receipt of notice of termination, or of the provision by it of the Services or any part thereof, the Operator shall deliver an Exit Plan (which is acceptable to the Authority) and comply with the provisions of Schedule 8 (Exit Plan). 40.2 The Operator shall promptly provide such assistance and comply with such timetable as the Authority may reasonably require for the purpose of ensuring an orderly transfer of responsibility to the Authority or to a New Operator, as the Authority may determine in its sole discretion, upon the expiry or other termination of this Agreement. The Authority shall be entitled to require the provision of such assistance both prior to and, for a reasonable period of time after the expiry or other termination of this Agreement. 40.3 Such assistance may include (without limitation) the delivery of documents and the Authority's Data in the possession or control of the Operator which relate to this Agreement and the provision of assistance in relation to any negotiation with the proprietor of Third Party Software in respect of the provision of Third Party Software licences. The Operator shall comply with the requirements of Schedule 2 in relation to the collection and back-up of the Authority's Data and ensure that such copies are accurate and up-to-date and shall deliver the Authority's Data to the Authority or any third party designated by the Authority in such format as is reasonably specified by the Authority. 40.4 The Operator shall promptly and fully answer all reasonable questions about the Services which may be asked by the Authority for the purpose of adequately understanding the manner in which the Services have been provided. 40.5 Where Sub-Contracts have been entered into by the Operator for the sole purpose of providing the Services to the Authority, the Authority may require the Operator to use all reasonable endeavours to procure that those Sub-Contracts are assigned to the Authority or to a third party, as the Authority may determine in its sole discretion. 40.6 The Operator undertakes that it shall not, and will ensure that its Staff shall not, knowingly do or omit to do anything which may adversely affect the ability of the Authority to ensure an orderly transfer of responsibility of the Services. 41. FORCE MAJEURE

Transfer of Responsibility on Expiry or Termination. 8.8.1. The Parties agree that if upon termination of this Contract or any part of the Services being provided under this Contract, circumstances arise in which the Transfer of Undertakings (Protection of Employment) Regulations 2006 are applicable, the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of Appendix 4 so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 8.8.2. The Parties agree that on termination or expiry of this Contract for any reason, the continuity of the Services is of paramount importance. The Training Provider shall do its utmost to minimise disruption cause to Learners and to assist the implementation of any contingency plan proposed by CITB-ConstructionSkills either prior to or after the termination or expiry of this Contract, to deal with the effects of such termination or expiry in so far as it is practicable to do so. 8.8.3. The Training Provider shall, at no cost to CITB-ConstructionSkills, promptly provide such assistance and comply with such timetable as CITB- ConstructionSkills may reasonably require for the purpose of ensuring an orderly transfer of responsibility for provision of the Services (or its equivalent) upon the expiry or other termination of this Contract. The Training Provider shall use all reasonable endeavours to ensure that its employees and any sub- contractors (without prejudice to the prohibition on sub-contracting the Services) are under a similar obligation. CITB-ConstructionSkills shall be entitled to require the provision of such assistance both prior to and after the expiry or other termination of this Contract. 8.8.4. The assistance described in Clause 8.8.3 may include (without limitation) delivery of documents and data in the possession or control of the Training Provider or its sub-contractors (without prejudice to the prohibition on sub- contracting the Services) which relate to the performance, monitoring, management and reporting of the Programme or Services, including the documents and data, if any, referred to in the Appendices. 8.8.5. The Training Provider undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of CITB-ConstructionSkills to ensure an orderly transfer of responsibility for the provision of the Services. 8.8.6. CITB-ConstructionSkills shall be entitled to withhold paymen...

Transfer of Responsibility on Expiry or Termination. ‌ 25.1 The Parties agree that if upon termination of this Contract or any part of the Service being provided under the Contract, circumstances arise in which the Transfer of Undertakings (Protection of Employment) Regulations 2006 are applicable, the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of paragraph 1 in Schedule 1 of this Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 25.2 On termination (in whole or in part) or expiry of this Contract for any reason, the Contractor shall do its utmost to minimise disruption caused to Apprentices and to assist the implementation of any contingency plan proposed by the Department either prior to or after the termination of expiry of this Contract, to deal with the effects of such termination or expiry. The Contractor is required to ensure it performs its obligations to assist in the orderly transition of the Services from the Contractor to the Department and/or any Successor Contractor in the event of termination (including partial termination) or expiry of this Contract. This will include the transition of the Services to a follow-on contract with the same Contractor if applicable. In so far as it is practicable to do so the Department will not be liable for any costs incurred by the Contractor in complying with this Clause 25.2.‌ 25.3 On expiry or termination of this Contract for any reason, the Contractor shall do its utmost to minimise any disruption to Apprentices and shall co-operate fully‌ with any reasonable requests made by the Department relating to this. For the avoidance of doubt the Department will be entitled to request that where the Contractor cannot complete Apprentices that it will co-operate in transferring the Apprentices to a new provider even if this is prior to the termination or expiry of this Contract. The Department will not be liable for any costs prior to or after the Termination Date or Expiry Date incurred by the Contractor in complying with this Clause 25.3. 25.4 Three (3) months prior to the Expiry Date of this Contract (or where this Contract is terminated within the timescale notified by the Department, the Contractor will upon request: 25.4.1 provide for transfer to the Department and/or the Successor Contractor of all knowledge reasonably required for the provision of the Services which may, as appropri...

Transfer of Responsibility on Expiry or Termination. 15.1 The Contractor shall, at no cost to the School, promptly provide such assistance and comply with such timetable as the School may reasonably require for the purpose of ensuring an orderly transfer of responsibility upon the expiry or other termination of this Contract. The School shall be entitled to require the provision of such assistance both prior to and, for a reasonable period of time after the expiry or other termination of this Contract. 15.2 Such assistance may include (without limitation) the delivery of documents and data in the possession or control of the Contractor which relate to this Contract, including the documents and data, if any, referred to in the Schedule. 15.3 The Contractor undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the School to ensure an orderly transfer of responsibility.

Transfer of Responsibility on Expiry or Termination. 15.1 The Contractor shall, at no cost to the Children’s Commissioner, promptly provide such assistance and comply with such timetable as the Children’s Commissioner may reasonably require for the purpose of ensuring an orderly transfer of responsibility upon the expiry or other termination of this Contract. The Children’s Commissioner shall be entitled to require the provision of such assistance both prior to and, for a reasonable period of time after the expiry or other termination of this Contract. 15.2 Such assistance may include (without limitation) the delivery of documents and data in the possession or control of the Contractor which relate to this Contract, including the Documentation and data, if any, referred to in Schedule 1 (Services). 15.3 The Contractor undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the Children’s Commissioner to ensure an orderly transfer of responsibility.

Transfer of Responsibility on Expiry or Termination. 21.1 The Parties agree that if upon termination of this Agreement or any part of the delivery of the Provision, circumstances arise in which the Transfer of Undertakings (Protection of Employment) Regulations 2006 are applicable, the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties. 21.2 The Parties agree that on termination or expiry of this Agreement for any reason, the continuity of the Provision is of paramount importance. The Employer shall do its utmost to minimise disruption caused to Learners and to assist the implementation of any contingency plan proposed by the ESFA either prior to or after the termination of expiry of this Agreement to deal with the effects of such termination or expiry in so far as it is practicable to do so. 21.3 On termination or expiry of this Agreement for any reason the files for Learners who are not the Employer’s employees will become the property of the ESFA. The Employer shall allow the ESFA, its servants or agent to have access to its premises to remove these files or otherwise comply with a request by the ESFA to transfer the files to any third party nominated by the ESFA. 21.4 The Employer shall, at no cost to the ESFA, promptly provide such assistance and comply with such timetable as the ESFA may reasonably require for the purpose of ensuring an orderly transfer of responsibility for the Provision (or its equivalent) upon the expiry or other termination of this Agreement. The Employer shall use all reasonable endeavours to ensure that its employees and its sub-contractors are under a similar obligation. The Employer shall be entitled to require the provision of such assistance both prior to and after the expiry or other termination of this Agreement. 21.5 Such assistance may include, (without limitation) delivery of documents and data in the possession or control of the Employer or its sub-contractors, which relate to performance, monitoring, management and reporting of the Provision including the documents and data, if any, referred to in the Schedules. 21.6 The Employer undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the ESFA to ensure an orderly transfer of responsibility for the Provision.

Transfer of Responsibility on Expiry or Termination. 25.1 The Parties agree that if upon termination of this Contract or any part of the Service being provided under the Contract, circumstances arise in which the Transfer of Undertakings (Protection of Employment) Regulations 2006 are applicable, the Parties shall in good faith co-operate with each other in the disclosure of information and the provision of other assistance and comply with the provisions of Clause 1 in Schedule 1 of the Contract so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties.