Customer Transition Plan Clause Samples

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Customer Transition Plan. During the period between the Effective Date and the Transition Date, Medtronic shall take appropriate steps, in Medtronic's discretion (giving due consideration to reasonable suggestions from Horizon), to introduce Horizon sales representatives to current Medtronic customers for the Systems in the Field of Use. Among such steps, (a) Medtronic shall send an appropriate written notice to customers that Horizon will be selling the Products in the Territory to Medtronic's customers in the Field of Use; and (b) Medtronic shall strongly encourage Medtronic sales representatives and clinical services representatives experienced with the Systems to invite Horizon representatives to attend implants of Systems sold by the Medtronic representatives. The goal is for each Horizon sales representative to have attended, jointly with a Medtronic representative, 2 implants of Systems by the Transition Date (the "Training Goal"). Medtronic shall pay the cost of the customer mailing and any communications or travel expenses incurred by Medtronic employees in carrying out its responsibilities under this Section 6.
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Customer Transition Plan. If at any time during the Term, ▇▇▇▇▇ provides a Transfer Notice which includes any existing ▇▇▇▇▇▇▇▇ SUD customer or if ▇▇▇▇▇ has provided Transfer Notices which, when added to the Transfer Area in Article I, cumulatively request the transfer of the ▇▇▇▇▇▇▇▇ SUD Water CCN for 75% or more of the area of the Joint Planning Area, then (in either case) the Parties shall cooperate to prepare a Customer Transition Plan, as part of the subject CCN transfer. The Customer Transition Plan shall set forth the timing and basis for ▇▇▇▇▇ to assume the retail service obligations from ▇▇▇▇▇▇▇▇ SUD for all customers in the Joint Planning Area, and the amount of the mutually agreed compensation to ▇▇▇▇▇▇▇▇ SUD for the loss of such customers and facilities. The additional compensation amount shall not be less than One Thousand Dollars ($1000) per residential customer equivalent (based on a 5/8 inch meter), which amount is stated in 2025 dollars and subject to annual increase based on the change in the CPI-U (“Additional Compensation”), and which amount is in addition to the Base Compensation Amount, but the amount of the Additional Compensation in excess of $1,000 per residential customer equivalent (in 2024 dollars) shall not be more than the amount needed to prevent ▇▇▇▇▇▇▇▇ SUD from having to increase rates to its remaining customers as a result of the loss of the customers and facilities subject to the Customer Transition Plan. The Customer Transition Plan may additionally include the transfer of water facilities and easements to ▇▇▇▇▇ and provisions to allow ▇▇▇▇▇▇▇▇ SUD to provide water to ▇▇▇▇▇ on a temporary, wholesale basis. Once approved by the Parties, the Customer Transition Plan shall be filed with the PUC along with the CCN transfer which triggered the plan, and following approval by the PUC (and appropriate customer and public notices) shall be implemented by the Parties.
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Related to Customer Transition Plan

  • Transition Plan In the event of termination by the LHIN pursuant to this section, the LHIN and the HSP will develop a Transition Plan. The HSP agrees that it will take all actions, and provide all information, required by the LHIN to facilitate the transition of the HSP’s clients.

  • Customer Agreement I certify that the information provided in this application is true and complete and declare that the Firm may rely upon such information until it receives written notice of any changes. I acknowledge that the intended use of my account is for investing or savings purposes unless notified otherwise.

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • Transition Agreement 12.8.1 In the event of termination of this Agreement, whether in its entirety or with respect to the Terminated Territory, Ablynx and AbbVie shall negotiate in good faith the terms and conditions of a written transition agreement (the “Transition Agreement”) pursuant to which AbbVie and Ablynx will effectuate and coordinate a smooth and efficient transition of relevant obligations and rights to Ablynx as reasonably necessary for Ablynx to exercise its licenses pursuant to Sections 12.6 and 12.7 with respect to the Licensed Products after termination of this Agreement (in its entirety or with respect to the Terminated Territory, as applicable) as and to the extent set forth in this Article 12. For purposes of clarity, AbbVie shall not be required to Manufacture or have Manufactured the Licensed Products by or on behalf of Ablynx as part of the Transition Agreement. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 12.8.2 The Transition Agreement shall provide that in the event of a termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3 or by Ablynx in its entirety pursuant to Section 12.2.1, AbbVie shall: (i) where permitted by Applicable Law, transfer to Ablynx all of its right, title, and interest in all Regulatory Documentation then Controlled by AbbVie and in its name applicable to the Licensed Products in the Territory that are the subject of an exclusive license grant in Section 12.6.1(iii); (ii) notify the applicable Regulatory Authorities and take any other action reasonably necessary to effect the transfer set forth in clause (i) above; (iii) unless expressly prohibited by any Regulatory Authority, transfer control to Ablynx of all Clinical Studies being Conducted by AbbVie as of the effective date of termination and continue to Conduct such Clinical Studies, […***…], for up to […***…] to enable such transfer to be completed without interruption of any such Clinical Study; provided, that (a) Ablynx shall not have any obligation to continue any Clinical Study unless required by Applicable Law, in which case Ablynx, if it wishes to terminate such Clinical Study, shall continue such Clinical Study […***…] until such time that Applicable Law allows such trial to be terminated (with Ablynx taking all reasonable steps to promptly terminate such Clinical Study and minimize all costs and expenses), and (b) with respect to each Clinical Study for which such transfer is expressly prohibited by the applicable Regulatory Authority, if any, AbbVie shall continue to Conduct such Clinical Study to completion, […***…]; (iv) assign (or cause its Affiliates to assign) to Ablynx all agreements with any Third Party with respect to the conduct of pre-clinical Development activities, Manufacturing or Clinical Studies for the Licensed Products, including agreements with contract research organizations, contract manufacturing organizations, clinical sites, and investigators, unless, with respect to any such agreement, such agreement (a) expressly prohibits such assignment, in which case AbbVie shall cooperate with Ablynx in reasonable respects to secure the consent of the applicable Third Party to such assignment, or (b) covers Clinical Studies for Combination Products in which any active ingredient that is not a Licensed Compound is covered by Patents Controlled by AbbVie or any of its Affiliates or covers products covered by Patents Controlled by AbbVie or any of its Affiliates in addition to the Licensed Products, in which case AbbVie shall, […***…], cooperate with Ablynx in all reasonable respects to facilitate the execution of a new agreement between Ablynx and the applicable Third Party; and (v) transfer to Ablynx all existing clinical supplies of the Licensed Compound or Licensed Product in the possession of AbbVie at the time of termination, which shall be […***…]. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. In the event this Agreement is partially terminated or terminated in its entirety by Ablynx pursuant Section 12.2.1, then any actions or activities set forth in the Transition Agreement shall be […***…]. 12.8.3 The Transition Agreement shall provide that in the event of a termination of this Agreement with respect to a country or other jurisdiction by AbbVie pursuant to Section 12.3.2 or with respect to a Terminated Territory by Ablynx pursuant to Section 12.2.2 (but not in the case of any termination of this Agreement in its entirety), AbbVie shall in a reasonable amount of time following Ablynx’s request: (i) where permitted by Applicable Law, transfer to Ablynx all of its right, title, and interest in all Regulatory Approvals owned by AbbVie and then in its name that is solely applicable to the Terminated Territory and to the Licensed Products that are the subject of an exclusive license grant in Section 12.7.2, as such Regulatory Approvals exists as of the effective date of such termination of this Agreement with respect to such Terminated Territory; provided, that AbbVie retains a license and right of reference under any Regulatory Approval transferred pursuant to this clause as necessary or reasonably useful for AbbVie to Commercialize Licensed Products in the Territory, Develop Licensed Products in support of such Commercialization, or Manufacture Licensed Products in support of such Development or Commercialization; (ii) notify the applicable Regulatory Authorities and take any other action reasonably necessary to effect the transfer set forth in clause (i) above; (iii) grant Ablynx a right of reference to all Regulatory Documentation then owned by AbbVie and in AbbVie’s name that are not transferred to Ablynx pursuant to clause (i) above that are necessary or reasonably useful for Ablynx, any of its Affiliates or sublicensees to Develop or Commercialize any Licensed Products that are the subject of the license grant in Section 12.7.2, as such Regulatory Documentation exists as of the effective date of such termination of this Agreement with respect to such Terminated Territory.

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