Operational Transition Sample Clauses

Operational Transition. IBM Local Entity shall perform the following activities required to help effect the transition of operational responsibility for the Services.

Operational Transition. For a reasonable period of time after Closing, Buyer and Seller shall cooperate with respect to transition activities as to Properties where Buyer succeeds Seller as operator. IT IS RECOGNIZED THAT THERE IS NO ASSURANCE GIVEN BY SELLER THAT BUYER SHALL SUCCEED SELLER AS OPERATOR OF ANY PROPERTY WHERE OTHER PARTIES OWN INTERESTS IN THE ▇▇▇▇▇ LOCATED THEREON. To the extent Seller remains an operator after Closing (which it shall have no obligation to do), it shall serve as operator under the applicable operating agreement in the manner provided by such agreement and, to the extent Seller so operates any Property after Closing, its obligations to Buyer with respect thereto shall be no greater than those which it would have to a non-operator under the applicable operating agreement (and, in the absence of an operating agreement, under the AAPL 610 (1989 Revision) form Operating Agreement), IT BEING RECOGNIZED THAT,

Operational Transition. (a) From and after the date hereof, Seller shall, and shall cause its applicable Affiliates and representatives, to cooperate with Purchaser and Affiliates and their respective agents and representatives to effectuate the smooth and efficient transition of the operations of the Facilities to Purchaser (or its designee) at the Closing. As soon as reasonably practicable following the date hereof, Purchaser and Seller shall, and shall cause their respective representatives, to cooperate and work together to prepare a reasonable and reasonably detailed transition protocol and procedure (the “Transition Protocol”), including such transition protocols and procedures necessary to effect the transition contemporaneously with the Closing of the existing plant connectivity and information technology systems to the connectivity and information technology systems of Purchaser and its Affiliates. (b) Without limiting the generality of Section 5.2, prior to the Closing, Seller shall, and shall cause its Affiliates (including the Companies and their Subsidiaries) to, grant access to the ▇▇▇▇▇▇▇ Facility and Oleander Facility to Purchaser, its Affiliates and their respective representatives for the purpose of installing equipment and materials necessary to effect the transition of operational control of the Facilities at the Closing in accordance with the Transition Protocol; provided, however, that any such installation will be conducted in such a manner as not to materially interfere with the operations of the Business or any other Person. (c) At or promptly after the Closing, Seller shall deliver to Purchaser all books of account and corporate records relating primarily to the Companies, their Subsidiaries or their properties, business, operations or condition to the extent such information is not in the custody or possession of such Companies or Subsidiaries on the Closing Date other than (i) in the case of claims between the Parties, any information that is subject to any attorney-client, work product or other privilege or that otherwise would not be required to be provided pursuant to a subpoena or other civil discovery procedure or (ii) books and records that Seller reasonably determines cannot practicably be delivered to Purchaser, in which case Seller will provide - 47 - Purchaser with reasonable access, upon reasonable prior written notice (but in no event less than five Business Days’ prior written notice) and during normal business hours, to such books and rec...

Operational Transition. The Supplier shall perform the activities identified in this Schedule and the Exit Management Plan to effect a smooth transfer of operational responsibilities and the migration of the Services (or any part thereof or replacement thereof) to Client or a new service provider.

Operational Transition. 9 PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FROM THE SEC Termination Assistance Services

Operational Transition. THERE IS NO ASSURANCE GIVEN BY SELLER THAT BUYER SHALL SUCCEED SELLER AS OPERATOR OF ANY PROPERTY WHERE OTHER PARTIES OWN INTERESTS IN THE ▇▇▇▇▇ LOCATED THEREON AND BUYER ACCEPTS THE RISK THEREOF.

Operational Transition. 10.1 The Supplier shall perform the activities identified in the Exit Plan as required to effect a smooth transfer of operational responsibilities for the Replacement Services. Irrespective of the existence of an Exit Plan, the Supplier shall perform the following tasks: (a) documenting and delivering documentation, equipment and material used to provide the Services (including but not limited to up-to-date copies of all design-related processes and procedures and all delivery-related documentation as required as part of the Process Manual); (b) providing work volumes, staffing requirements, actual Operational Measures and information on historical performance for each service component, over the preceding twelve (12) months (or such shorter period during which the Services may actually have been provided); (c) with respect to work in progress as at the end of the Termination Period, documenting the current status, stabilising for continuity during transition, and providing any required training to achieve transfer of responsibility without loss of momentum or adverse impact on project timetables; and (d) providing information and raw data for reports, as required. 10.2 During the Termination Period, the Supplier shall: (a) continue to provide the Services in accordance with the Operational Measures and Super KPI, save to the extent the same may have been varied by agreement between the parties and set out in the Exit Plan, and on the terms set out in this Agreement; (b) co-operate with HSBC and any other Service Recipients, and where applicable any successor supplier to ensure the orderly transfer of responsibility for the Services including promptly, upon reasonable request, facilitating meetings with Sub-Contractors; (c) provide all reasonable assistance and appropriate resources to HSBC and any other Service Recipients and any successor supplier to facilitate the orderly transfer of Services to HSBC or a successor supplier; (d) promptly and diligently answer any questions about the Services which may be asked by HSBC or by any successor supplier with a view to (i) explaining the manner in which the Services have been provided; or (ii) allowing HSBC or the successor supplier to conduct due diligence; and INTERNAL (e) carry out such security tasks as are appropriate to identify security and operator risks inherent in the transfer of the Services and inform HSBC of such risks and possible preventative and curative measures necessary to deal with such risk...

Operational Transition. IT IS RECOGNIZED THAT THERE IS NO ASSURANCE GIVEN BY SELLERS THAT BUYER SHALL SUCCEED SELLERS AS OPERATOR OF ANY PROPERTY WHERE OTHER PARTIES OWN INTERESTS IN THE ▇▇▇▇▇ LOCATED THEREON, but Sellers shall cooperate with Buyer to see that Buyer shall succeed Sellers as operator of all the Sellers operated properties, by: (a) delivering at Closing signed counterparts of letters addressed to non-operating working interest owners of the Sellers operated Properties advising them of the sale of those Properties by Sellers to Buyer; and seeking such owners’ consideration of Buyer’s selection as successor to Seller as operator, and (b) executing applicable change of operator forms for filing with the applicable Governmental Agencies.

Operational Transition. 19 SECTION 11.2