Common use of Migration Process Clause in Contracts

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.

Migration Process. (a) After (i) Promptly following confirmation by the exchange of executed Escrow Agent that it has received the Closing DeliverablesCash Payment, the parties shall commence the transfer and (ii) Escrow Agent’s written confirmation of receipt migration of the Closing CashPurchased Assets, including the process to transfer Amazon Account, all other Online Marketplace accounts used in connection with the Acquired Assets Business and the Intellectual Property Assets, to Buyer will commence (the “Migration Process”). The Migration Process will include, without limitation, the mechanics and other required actions set forth on Exhibit A hereto (the “Migration Mechanics”). (bii) The parties agree to work together in good faith and provide their shall use best efforts to transfer the Acquired Purchased Assets to Buyer, which process shall include to carry out all Migration Mechanics and to otherwise complete the Migration Process, as soon as practicable following the Closing Date, but in no event later than four (i4) weeks from 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 registrantClosing Date. (ciii) The Migration Process will be deemed complete “complete” upon the last to occur of the following (the “Completed Migration”): (A) all the Migration Mechanics which are indicated therein as “Escrow Release Conditions” shall have been completed; (B) following completion of such Migration Mechanics, Buyer providing written confirmation shall have had an additional period of two (2) days thereafter to fully inspect the Purchased Assets and to ensure that the Business is operating without interruption (the “Inspection Period”); (C) there shall have been no Amazon Seller Restrictions prior to expiration of the Inspection Period; (D) Seller shall have received all necessary Authorization, approvals, consents or waivers to sell, transfer and assign each of the Purchased Assets to Buyer; (E) Seller shall have introduced Buyer to all suppliers, manufacturers, vendors and service providers of the Business; and (F) all Intellectual Property and Intellectual Property Assets shall have been transferred to Buyer. (iv) In the event that it hasBuyer, in its reasonable sole 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 agrees to a deemed Completed Migration despite Seller’s failure to complete any of the Migration ProcessMechanics, the Escrow Agent such consent 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 be construed as a waiver of the Closingrequired completion of such Migration Mechanics, Buyer or and Seller may execute a termination shall be responsible to complete such Migration Mechanics at its sole cost and responsibility, as soon as practicable, following the deemed Complete Migration, but in no event later than thirty (30) days following the date 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 such deemed to have not occurred and the parties will have no further responsibilities to each otherComplete Migration. In the event Seller disputes fails to complete any Migration Mechanics within thirty (30) days following the date of such terminationdeemed Completed Migration, the Purchase Price Buyer shall remain be entitled, in escrow until the Escrow Agent receives (i) joint written instructions from Buyer its sole discretion, and Seller as expressly authorizes Buyer, to how to disburse all monies held perform any such Migration Mechanics for the account of Seller, and Seller shall reimburse Buyer for any reasonable cost and expense incurred by the Escrow Agent or Buyer in completing any such Migration Mechanics within five (ii5) a non-appealable order from a court days 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 applicableBuyer’s demand.

Migration Process. After (a) After (i) the exchange of executed Closing Deliverables, and (iib) 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 Assumed Contracts (or obtaining new, substantially similar versions of such Assumed Contracts with Buyer as a party), and (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 Seller providing written confirmation to Seller Buyer that it has, in its reasonable discretion, has delivered such items and corresponding Seller confirmation that it has 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) occurred. 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 three (43) weeks business days 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 custody/control/custody, ▇▇▇▇▇▇ Escrow Agent will return all monies held by it to Buyer (or to the parties whom Buyer directs) and the Closing will be 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.

Migration Process. After (a) After (i) the exchange of executed Closing Deliverables, and (iib) Escrow Agent’s written confirmation of receipt of the Closing CashPurchase Price, 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 Website, Outreach Email Website and other 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 Seller 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)1.1, 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 Purchase Price to Seller. (e) . Notwithstanding anything contained herein to the contrary, in the event the Migration Process is not completed within four two (42) 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, ▇▇▇▇▇▇ Escrow Agent will return all monies held by it the Purchase Price 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 Purchase Price or (ii) a non-appealable order from a court of competent jurisdiction directing how all monies held by the Escrow Agent are Purchase Price is to be disbursed, at which time the Escrow Agent shall act in accordance with such joint written instructions or order, as applicable.