59.  EXIT MANAGEMENT

59.1  The Authority and the Contractor shall comply with the Exit Management requirements set out in Schedule D.4 (Exit Management) and any current [Exit Plan].

59.2  Unless the Authority otherwise requires, during the time between service of a notice of termination of this Agreement and such termination or exercise taking effect, the Contractor shall take all steps, which are necessary and consistent with its continuing obligations, to mitigate any losses, costs, liabilities and expenses which the Contractor may incur as a result of the termination, including to:

59.2.1  cancel all capital and recurring cost commitments in connection with the Transition and Transformation Plan and/or the provision of Services on the most cost-effective terms;

59.2.2  terminate all relevant contracts or the relevant parts of relevant contracts with its Sub-contractors in connection with the provision of Services on the most favourable terms as can be achieved in the particular circumstances, having first ascertained from the Authority whether such contracts are required to be transferred to the Authority or Replacement Contractor instead;

59.2.3  reduce labour costs by the redeployment or release of Contractor Personnel other than Key Personnel to the extent possible in the circumstances; and

59.2.4  apply any insurance monies available to the reduction of any unavoidable costs remaining in respect of the required actions in Clauses 59.2.1 to 59.2.3 (inclusive).

59.3  If the Contractor does not fulfil its obligations in accordance with Clause 59.2, the Authority shall not pay any sums in excess of those which the Authority would have paid had such action been taken.