Migration Process Sample Clauses

The Migration Process clause defines the procedures and responsibilities involved in transferring data, systems, or services from one environment or provider to another. It typically outlines the steps to be followed, the timeline for migration, and the roles of each party during the transition, such as providing necessary access or ensuring data integrity. This clause ensures a smooth and coordinated migration, minimizing disruptions and clarifying expectations to prevent disputes or operational issues during the changeover.
Migration Process. (a) After (i) the exchange of executed Closing Deliverables, and (ii) Escrow Agent’s written confirmation of receipt of the Closing Cash, the process to transfer the Acquired Assets to Buyer will commence (“Migration Process”). (b) The parties agree to work together in good faith and provide their best efforts to transfer the Acquired Assets to Buyer, which process shall include (i) the provision from Seller to Buyer of all codes, passwords and logins necessary for operation of the Business, (ii) transfer to Buyer of the Contracts (or obtaining new, substantially similar versions of such Contracts with Buyer as a party), (iii) transfer of Seller’s accounts listed on Schedule 1.1(h), and (iv) transfer of Domain Name and Website to Buyer as the new registrant. (c) The Migration Process will be deemed complete upon Buyer providing written confirmation to Seller that it has, in its reasonable discretion, sufficient control of all of the Acquired Assets and no Material Adverse Effect has occurred in connection with the Acquired Assets or the Business during such transfer. (d) Upon completion of the Migration Process, the Escrow Agent shall promptly release the Net Closing Cash to Seller. (e) Notwithstanding anything contained herein to the contrary, in the event the Migration Process is not completed within four (4) weeks from the commencement of the Closing, Buyer or Seller may execute a termination of this Agreement, all Acquired Assets will be returned to Seller’s control/custody, ▇▇▇▇▇▇ Agent will return all monies held by it to Buyer (or to the parties whom Buyer directs) and the Closing will deemed to have not occurred and the parties will have no further responsibilities to each other. In the event Seller disputes such termination, the Purchase Price shall remain in escrow until the Escrow Agent receives (i) joint written instructions from Buyer and Seller as to how to disburse all monies held by the Escrow Agent or (ii) a non-appealable order from a court of competent jurisdiction directing how all monies held by the Escrow Agent are to be disbursed, at which time the Escrow Agent shall act in accordance with such joint written instructions or order, as applicable.
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Migration Process. (a) Subsequent to the Effective Date of this Agreement and Buyer paying the One-Time Payment to Broker, the process to transfer the Assets to the Buyer will begin (“Migration Process”). The Parties understand and agree that the Migration Process typically takes 2 to 8 weeks to complete, but could take substantially longer. The Parties acknowledge and agree that Broker cannot guarantee a specific time-frame to complete the Migration Process; (b) The Migration Process is complete when the Buyer or the Broker, in its sole discretion and in good faith, determines that a sufficient portion of the Assets have been transferred to Buyer such that Buyer can fairly assess the associated revenue during the Inspection Period (“Completed Migration”). It is possible that some portion of the Assets will continue to be transferred to Buyer after the Completed Migration. (c) Broker may cancel any Migration Period and sale if either the Seller or the Buyer has breached a term of this Agreement, including but not limited to representations regarding the Assets’ financial information, performance information, work required to operate the Assets, or other information important to the Asset, as determined in the Broker’s sole and absolute discretion. If Broker determines such a cancellation is required, Broker will cancel the sale, the Asset will be returned to Seller, and the Purchase Price will be returned to Buyer. The Parties agree to cooperate to complete these actions; (d) Either Party’s failure to complete the Migration Process after execution of this Agreement is a material breach of the Agreement; and, (e) The Parties agree to provide Broker all necessary information upon request to facilitate the Migration Process.
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Migration Process. After (a) the exchange of executed Closing Deliverables, and (b) the Escrow Agent’s written confirmation of receipt of the Closing Cash, the process to transfer the Acquired Assets to the Buyer will commence (“Migration Process”). The parties agree to work together in good faith and provide their best efforts to transfer the Websites, WP Suite, Software and other Acquired Assets to the Buyer, which process shall include: (i) the provision from the Seller to the Buyer of all codes, passwords and logins necessary for operation of the Business, (ii) transfer of recurring billing for subscriptions of the Business, (iii) transfer of the Seller’s accounts listed on Schedule 1.1, (iv) and transfer of access to the Website’s administration software. The Migration Process will be deemed completed upon the Buyer providing written confirmation to the Seller that the Buyer has, in its discretion, sufficient control of all of the Acquired Assets and no Material Adverse Effect has occurred in connection with the Acquired Assets or the Business during such transfer. Upon completion of the Migration Process, the Escrow Agent shall promptly release the Closing Cash to the Seller.
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Migration Process. 3.1 The Parties will undertake the following steps in relation to the ordering, testing and acceptance of a Connection:
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Related to Migration Process

  • Evaluation Process ‌ A. The immediate supervisor will meet with an employee at the start of their review period to discuss performance expectations. The employee will receive copies of their performance expectations as well as notification of any modifications made during the review period. Employee work performance will be evaluated during probationary, trial service and transition review periods and at least annually thereafter. Notification will be given to a probationary or trial service employee whose work performance is determined to be unsatisfactory. B. The supervisor will discuss the evaluation with the employee. The employee will have the opportunity to provide feedback on the evaluation. The discussion may include such topics as: 1. Reviewing the employee’s performance; 2. Identifying ways the employee may improve their performance; 3. Updating the employee’s position description, if necessary; 4. Identifying performance goals and expectations for the next appraisal period; and 5. Identifying employee training and development needs. C. The performance evaluation process will include, but not be limited to, a written performance evaluation on forms used by the Employer, the employee’s signature acknowledging receipt of the forms, and any comments by the employee. A copy of the performance evaluation will be provided to the employee at the time of the review. A copy of the final performance evaluation, including any employee or reviewer comments, will be provided to the employee. The original performance evaluation forms, including the employee’s comments, will be maintained in the employee’s personnel file. D. If an employee disagrees with their performance evaluation, the employee has the right to attach a rebuttal. E. The performance evaluation process is subject to the grievance procedure in Article 30. The specific content of a performance evaluation is not subject to the grievance procedure. F. Performance evaluations will not be used to initiate personnel actions such as transfer, promotion, or discipline.

  • Mediation Process A. Mediation is a form of Alternative Dispute Resolution (ADR) that may be requested by the City or the PBA. It is an alternative, not a substitute for the formal arbitration process contained in Section 19.8 above. Mediation is an informal process in which a neutral third party assists the opposing parties in reaching a voluntary, negotiated resolution of a charge of discipline. The decision to mediate is completely voluntary for the PBA and the City. Mediation gives the parties the opportunity to discuss the issues raised in the charging document, clear up misunderstandings, determine the underlying interests or concerns, find areas of agreement and, ultimately, incorporate those areas of agreement into solutions. A mediator does not resolve the charge or impose a decision on the parties. Instead, the mediator helps the parties to agree on a mutually acceptable resolution. The mediation process is strictly confidential. Information disclosed during mediation will not be revealed to anyone. B. If both parties agree, a mediation session conducted by a trained and experienced mediator shall be scheduled at a mutually convenient date and time. Either party may choose to have an attorney represent them during mediation. Persons attending the mediation session shall have the authority to resolve the dispute. If mediation is unsuccessful, the parties may proceed to follow the provisions for Arbitration. Information disclosed during mediation will not be revealed to anyone. C. The parties and, if they desire, their representatives and/or attorneys, are invited to attend a mediation session. No one else may attend without the permission of the parties and the consent of the mediator(s). D. The mediator(s) will not function as the representative of either party. However, the mediator(s) may assist the parties in understanding their rights and the terms of any proposed settlement agreement. Each party acknowledges being advised to seek independent legal review prior to signing any settlement agreement. E. The parties acknowledge that the mediator(s) possesses the discretion to terminate the mediation at any time of any impasse occurs or either party or the mediator deems the case inappropriate for mediation. F. Prior to mediation, both the City and the PBA (or Employee, only in disciplinary matters) shall enter into a confidentiality agreement, as follows: 1. This is an agreement by the parties to participate in a mediation involving the City against the above named employee. The parties understand that mediation is a voluntary process, which may be terminated at any time. 2. The parties agree to participate voluntarily in mediation in an effort to resolve the charge(s) filed by the City. 3. The parties agree that all matters discussed during the mediation are confidential, unless otherwise discoverable, and cannot be used as evidence in any subsequent administrative or judicial proceeding. Confidentiality, however, will not extend to threats of imminent physical harm or incidents of actual violence that occur during the mediation. 4. Any communications between the mediator(s) and/or the parties are considered dispute resolution communications with a neutral and will be kept confidential. 5. The parties agree not to subpoena the mediator(s) or compel the mediator(s) to produce any documents provided by a party in any pending or future administrative or judicial proceeding. The mediator(s) will not voluntarily testify on behalf of a party in any pending or future administrative or judicial proceeding. The parties further agree that the mediator(s) will be held harmless for any claim arising from the mediation process. 6. The parties recognize and agree that the City is subject to Chapter 119, Fla. Stat., relating to public documents. Therefore, all information including all notes, records, or documents generated during the course of the mediation shall be subject to the exemption contained in Section 119.071 (d)(1), Fla. Stats., until the settlement of the matter, or the conclusion of the arbitration, if any, with the exception of the personal notes of the mediator. 7. If a settlement is reached by all the parties, the agreement shall be reduced to writing and when signed shall be binding upon all parties to the agreement, unless the agreement requires City Commission approval, in which case the agreement will not become binding until publicly approved by the City Commission. Said agreement shall be subject to the provisions of Chapter 119, Fla. Stats. If the charge(s) is not resolved through mediation, the parties may proceed to follow the provisions for arbitration.

  • TRANSACTION PROCESS The RFQ for this Lot will contain a deliverable-based Statement of Work (SOW). The RFQ will include, but is not limited to: Authorized User timeframes; system integration requirements; and other risks that may affect the cost to the Authorized User. All responses to RFQs must include detailed price information, including but not limited to: hours required per title, cost per hour etc. Travel, lodging and per diem costs must be itemized in the total quote and may not exceed the rates in the NYS OSC Travel Policy. More information can be found at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇▇▇.▇▇.▇▇/agencies/travel/travel.htm. All costs must be itemized and included in the Contractor’s quote.

  • Application Process The employees wishing to enter into a job share arrangement will apply in writing to the Employer and forward a copy to the Union outlining the proposed commencement date of the job share, how the hours and days of work will be shared and how communication and continuity of work will be maintained. The Employer shall communicate a decision on a job share request in writing to the applicants. Applications to Job Sharing shall not be unreasonably denied.

  • Escalation Process If Customer believes in good faith that Customer has not received quality or timely assistance in response to a support request or that Customer urgently need to communicate important support related business issues to Service Provider’s management, Customer may escalate the support request by contacting Service Provider and requesting that the support request be escalated to work with Customer to develop an action plan.