Common use of TRANSITION AFTER TERMINATION Clause in Contracts

TRANSITION AFTER TERMINATION. Upon any termination or expiration of this Agreement, this Agreement shall continue for a period to be determined by AOL, but not to exceed [**] years after such termination or expiration (the "Wind-Down Period"); provided, however, that the Wind-Down Period shall extend a minimum of [**] months in the event that this Agreement is terminated pursuant to Sections 9.3, 18.6 or 20.5 hereof (the "Mandatory Wind-Down Period"). In the event of any termination of this Agreement by SB pursuant to Section 9.3 or pursuant to Section 20.2 due to a material breach by AOL, SB shall have the right to limit the Wind-Down Period to [**] months. AOL shall have the right to terminate any Wind-Down Period upon [**] days written notice to SB (provided that in the case of any Mandatory Wind-Down Period, any such termination shall not take effect until the expiration of the minimum duration required by this Section for such Mandatory Wind-Down Period). During the Wind-Down Period (including, without limitation, any Mandatory Wind-Down): 20.7.1 SB shall continue to provide AOL with the License on the same terms and conditions as during the Term; 20.7.2 AOL shall pay SB the same share of Directory Advertisement Revenues to prior to the which SB was entitled (pursuant to Section 18.2) immediately effective date of terminatiON or expiration of the Term; 20.7.3 AOL shall not be obligated to maintain the exclusivity set forth in Section 12 of this Agreement; 20.7.4 AOL shall pay SB for any Engineering Hours work (other than the All-In Services), at the hourly engineering fee rates set forth in Exhibit K, which rates shall be subject to increase as set forth in Section 11.2.2(a); 20.7.5 SB shall have the right to elect not to perform any Engineering Hours over [**]hours in any month during the Wind Down Period, provided that AOL may elect to appoint its own engineers to perform such development, subject to the provisions of Sections 11.3; 20.7.6 SB shall have no obligation to pay any further Fixed Payments (as defined in Section 18.1) not then due and owing; and 20.7.7 SB shall have the right to subcontract its obligations hereunder to third parties approved by AOL in writing in advance (such approval not to be unreasonably withheld), provided that SB shall remain responsible to AOL for the performance of its obligations hereunder.

TRANSITION AFTER TERMINATION. Upon any termination or expiration of ---------------------------- this Agreement, this Agreement shall continue for a period to be determined by AOL, but not to exceed [**] three years after such termination or expiration (the "Wind-Down Period"); provided, however, -------- ------- that if (i) AOL terminates the Wind-Down Period on or before March 11, 2006, then AOL shall extend provide a minimum of [**] four months in prior written notice to SB of its intent to so terminate the event that this Agreement is terminated pursuant to Sections 9.3, 18.6 or 20.5 hereof (the "Mandatory Wind-Down Period"), or (ii) AOL terminates the Wind-Down Period at any time after March 11, 2006, then AOL shall only be required to provide SB with sixty (60) days' prior written notice. In the event of any termination of this the Agreement by SB pursuant to Section 9.3 or pursuant to Section 20.2 due to a material breach by AOL, SB shall have the right to limit the Wind-Down Period to [**] months. AOL shall have six months (it being understood that if such termination is due to non-payment by AOL, the right to terminate any Wind-Down Period upon [**] days written notice shall remain no less than six months in duration so long as AOL continues to pay to SB (provided that the monthly amounts set forth in the case of any Mandatory Wind-Down Period, any such termination shall not take effect until the expiration of the minimum duration required by this Section for such Mandatory Wind20.7 while it resolves any non-Down Periodpayment dispute(s)). During the Wind-Down Period (including, without limitation, any Mandatory Wind-Down):Period: 20.7.1 SB shall continue to provide AOL with the License on the same terms and conditions as during the Term; 20.7.2 AOL shall pay SB a reduced License Fee in the same share amount of Directory Advertisement Revenues to prior to the which SB was entitled Two Hundred and Fifty Thousand Dollars (pursuant to Section 18.2$250,000) immediately effective date of terminatiON or expiration per month of the Term;Wind-Down Period. 20.7.3 AOL shall not be obligated to maintain the exclusivity set forth in Section 12 of this Agreement; 20.7.4 AOL shall pay SB for any Engineering Hours work in excess of 300-Hours per calendar month (other than the All-In Services, but excluding the Quarterly 3,000-Hour Threshold amount), at the hourly engineering fee rates set forth in Exhibit K, which rates shall be subject to increase as set forth in Section 11.2.2(a)J; 20.7.5 SB shall have the right to elect not to perform any Engineering Hours over [**]hours in 300 Engineering Hours during any month during of the Wind Wind-Down Period, provided that AOL may elect to appoint its -------- own engineers to perform such development, subject to the provisions of Sections 11.3; 20.7.6 SB shall have no obligation to pay any further Fixed Payments (as defined in Section 18.1) not then due and owing; and 20.7.7 SB shall have the right to subcontract its obligations hereunder to third parties approved by AOL in writing in advance (such approval not to be unreasonably withheld), provided that SB shall remain responsible to AOL for the performance of its obligations hereunder.