Common use of Migration Process Clause in Contracts

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.

Migration Process. (a) Subsequent to a. After the Effective Date of this Agreement and Buyer paying the One-Time Payment to BrokerSale Date, the process to transfer move the Assets to the Buyer will begin (“Migration Process”). The Parties Users understand and agree that the Migration Process typically takes 2 to 8 weeks to complete, but could take substantially longer. The Parties Users acknowledge and agree that Broker ▇▇▇▇▇▇.▇▇ cannot guarantee a specific time-frame timeframe to complete the Migration Process;. (b) b. During the Migration Process, the Buyer and Seller shall timely communicate with each other and ▇▇▇▇▇▇.▇▇ to facilitate the transfer of the Assets into Buyer’s possession and to operate the Business in the same manner in which was operated prior to the Listing. c. During the Migration Process, the Buyer shall not make any material changes to the Business, including but not limited to increasing expenses, without Seller’s prior written consent. This includes, but is not limited to, making large price adjustments to products, firing employees or contractors, altering paid advertisement campaigns, failing to pay vendors or suppliers, altering supplier relationships, or changing payment gateways. Breach of this provision causes Buyer to automatically waive the Inspection Period. d. 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 e. ▇▇▇▇▇▇.▇▇ may cancel any Migration Period Process and terminate the 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 that such a cancellation is required, Broker ▇▇▇▇▇▇.▇▇ will cancel the sale, the Asset Assets will be returned to Seller, and the Purchase Price will be returned to Buyer. Upon this termination, Seller shall be entitled to the net profit associated with the Business after the Sale Date. 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.

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 timeframe 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.