Separation and Migration Sample Clauses

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Separation and Migration. In the event and to the extent the Separation/Migration Plan has not been developed or finalized by the Parties prior to the date of this Agreement, the Parties shall develop or finalize the Separation/Migration Plan as soon as practicable following the date of this Agreement. In order to facilitate the Systems Separation and Data Migration, and the implementation of the Separation/Migration Plan, each Party shall, and shall cause its Affiliates to, upon advance notice and at no cost to the other Party (a) provide the other Party and its authorized representatives reasonable access, during regular business hours, to such personnel of such Party and its Affiliates as reasonably requested by the other Party to advise on the process and method for efficient and timely implementation of the Systems Separation and Data Migration, (b) provide copies of (or otherwise cooperate to convey the information contained in) such books, records, reports, files and other information as reasonably requested by the other Party solely to the extent reasonably necessary or helpful to design a plan and/or prepare for Systems Separation and Data Migration, and (c) reasonably cooperate with the other Party to design and develop and finalize the Separation/Migration Plan as necessary. In accordance with the plan, timetables and objectives set forth in the Separation/Migration Plan, each Party shall and shall cause its respective Affiliates to use reasonable commercial efforts to implement and cause the Systems Separation and Data Migration.
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Separation and Migration. (a) As soon as reasonably practicable following the date hereof, the Parties shall agree upon the form of the Transition Services Agreement, which shall be in customary form and substance and consistent with the term sheet attached hereto as Exhibit L (the “Transition Services Agreement Term Sheet”). (b) Not more than ten (10) Business Days after the date hereof, the Parties shall each appoint an equal (mutually agreed) number of representatives as each of them deems appropriate to a committee (a “Joint Steering Committee”), all of whom shall have suitable seniority and the requisite skills, knowledge, experience and authority to discuss, coordinate and make arrangements related to the matters described in this Section 5.21, and will be subject to confidentiality and other restrictions necessary or appropriate to ensure compliance with any applicable Laws, as well as a mutually agreed senior executive of each Party to whom matters that cannot be resolved by the Joint Steering Committee will be escalated. Any matters that arise within the Joint Steering Committee and cannot be resolved within five (5) Business Days after referral to the Joint Steering Committee of such issue may be referred to the designated senior executives of each Party to resolve. (c) As soon as practicable following the appointment of the Joint Steering Committee through the Principal Closing, the Joint Steering Committee shall meet and confer at such times as it shall so decide, to discuss, and shall act in good faith and use reasonable best efforts to (i) mutually agree upon final schedules to the Transition Services Agreement which schedules shall be consistent with the Transition Services Agreement Term Sheet, (ii) develop the migration plan, pursuant to which the Parties shall use reasonable best efforts to address (A) the separation and migration of material IT Systems and relevant data and (B) the preparation and review of communications to customers, vendors, suppliers and Business Employees to the extent such communications are related to the transactions contemplated by this Agreement, and (iii) discuss in good faith all material technical and operational matters reasonably brought to the attention of the Joint Steering Committee by representatives of the Parties. The Parties shall use commercially reasonable best efforts to cooperate to provide to the Joint Steering Committee drafts of a proposed migration plan within sixty (60) days following the Principal Closing Date.
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Separation and Migration. (a) Buyer and Seller will commence development of a separation and migration plan (“Separation and Migration Plan”), promptly following the date hereof, that will address and schedule the plans by which each Party will (i) logically and physically separate the IT Systems, data, records, components and other assets of (x) the Business from those that are applicable to or part of the Retained Business, in the case of Seller, or (y) the Retained Business from those that are applicable to or part of the Business, in the case of Buyer, in each case, to enable the migration thereof to the other Party (“Separation”); provided that, with respect to data and records separated from the IT Systems of a Party and to be converted for use by the other Party following the Closing, any such separation and conversion shall be limited to converting the data into a format readable by a generally commercially available replacement data system, and shall not include additional modifications to the extent not necessary to convert to such replacement data system, such as data scrubbing, the creation of APIs or creating additional data schema, and (ii) migrate, or will cause to be migrated, to the other Party the provision of Services (as defined in the Transaction Services Agreement) and any IT Systems applicable to or part of the other Party’s business (including migrating from such Party’s systems, facilities, and hosting environments) by the expiration of the term of the Transition Services Agreement (“Migration” and services such Party will provide in association with Migration, the “Migration Services”). The Separation and Migration Plan shall include, among other things, the following: (i) phases of implementation, (ii) milestones, (iii) the anticipated completion date for the Migration, (iv) each Party’s roles and responsibilities and (v) service interdependency issues. (b) Buyer and Seller will assemble a migration and governance committee (“Migration Committee”) promptly following the date hereof. The Migration Committee shall oversee the Separation and Migration Plan, including determining how to deploy employees in connection with the Separation and the Migration Services. The Migration Committee shall be composed of at least two representatives of each of Buyer and Seller and shall meet at least weekly (unless otherwise mutually agreed) during the period of Migration and until the Separation and the Migration Services are completed. Such meetings may be held telephon...
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Separation and Migration. In order to facilitate the separation of the Transferred Products from the business and organization of Service Provider and its Affiliates, including separation of the computer systems, infrastructure, databases, software, facilities, networks and other personal property included in the Transferred Products (collectively, the “Systems”) from Service Provider’s and its Affiliates’ Systems (“Systems Separation”), the Parties shall, and shall cause their Affiliates to, upon prior notice and at no cost to either Party (a) provide reasonable access, during regular business hours, to such personnel of the Parties and their Affiliates as reasonably designated to advise and provide knowledge transfer on the process and method for efficient and timely implementation of the Systems Separation, (b) provide copies of such files, documents, books, records, and other information as may be necessary or helpful to design a plan and/or prepare for the Systems Separation, and (c) cooperate in good faith to design and develop a plan for the Systems Separation. In addition, Service Provider shall and shall cause its Affiliates to, upon prior notice from Buyer, (i) provide computers and storage for Buyer to install and set up monitoring and management tools and gain remote access to the hosted environment, and (ii) to the extent required by third party vendors, provide a letter of authorization to Buyer.
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Separation and Migration. Between the date hereof and the Closing, Seller and Buyer shall, and shall cause their respective Affiliates and Representatives to, promptly and reasonably cooperate and discuss in good faith to develop a plan for (a) the separation of the business of the Acquired Companies, including the IT Systems, following the Closing from that of the other businesses of Seller and (b) the integration and migration of such business, including the IT Systems, following the Closing into the business and operations of Buyer (including the Acquired Companies), in each case, so as to minimize the adverse impact of such separation, integration and migration on each Party’s businesses.
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Separation and Migration. Buyer’s staff (which was acquired from Seller pursuant to the transactions contemplated by the Purchase Agreement) will continue to lead and perform the project work associated separating the Seller’s operations from the Enfield Data Center and migrating them to Seller’s own, separate IT environment and data center. Upon completion of each project noted below, each of the Buyer and the Seller shall provide written confirm of completion and support will be provided on the terms above.
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Separation and Migration. Not more than ten (10) business days after the date hereof, Seller Parent and Buyer shall each appoint such representatives as each of them deems appropriate to a committee (a “Joint Steering Committee”), all of whom will be subject to confidentiality and other restrictions necessary or appropriate to ensure compliance with any applicable Requirements of Law. As soon as practicable following the appointment of the Joint Steering Committee through the Closing, it shall meet and confer at such times as the Joint Steering Committee shall so decide, to discuss, and shall act in good faith and use commercially reasonable efforts to (i) agree upon (A) any Modifications (as such term is defined in the Transition Services Agreement) and (B) a Migration Plan (as such term is defined in the Transition Services Agreement), in which Seller Parent and Buyer shall use commercially reasonable efforts to address (1) the separation and migration of material IT Systems and relevant data and (2) the preparation and review of communications to customers, vendors, suppliers and Business Employees to the extent such communications are related to the transactions contemplated by this Agreement, and (ii) discuss in good faith all material technical and operational matters reasonably brought to the attention of the Joint Steering Committee by representatives of Seller Parent or Buyer. Seller Parent and Buyer shall use commercially reasonable efforts to cooperate to provide to the Joint Steering Committee a draft of a proposed Migration Plan within thirty (30) business days following the date of this Agreement and Seller Parent and Buyer shall commence implementation of the Migration Plan, at such time as agreed by the Joint Steering Committee, in accordance with their terms. The Migration Plan shall take into account the goal of minimizing both the cost of the migration and knowledge transfer and the disruption to the Business.
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Related to Separation and Migration

  • Compensation and Billing 6.1 The Provider shall seek payment only from DRS for the provision of Medical services except as provided in paragraphs 6.3. The payment from DRS shall be limited to the amounts referred to in paragraph 6.2. 6.2 DRS agrees to pay the Provider's billed charge for each procedure or the fee set by DRS for that procedure, whichever is less. DRS shall have the right to categorize what shall constitute a procedure. DRS and the beneficiary’s financial liability shall be limited to the procedures allowable as determined by DRS, paid by applying appropriate coding methodology, whether the Provider has billed appropriately or not. 6.3 The Provider agrees to accept the payment from DRS as full and complete payment for services for recipients of public assistance. If the patient is a recipient of Medical Assistance, Rehabilitation Services only, payment from the Department shall represent payment in full except the Provider may collect an amount not to exceed that shown on DRS Form DRS-C-100, Medical services Authorization. 6.4 MS-MA-r, Notification of Eligibility Status for Medical Services or DHS Form MS-S-4, Notification of Eligibility Status for Medical Services for Persons Under 21 Years of Age, or Medical Services Authorization, VR-A-302-A. 6.5 The Provider shall bill DRS on forms acceptable to DRS within 1 year of providing the Medical services. The Provider shall use current CPT codes with appropriate modifiers and ICD or DSM diagnostic codes, when applicable. The Provider shall furnish, upon request at no cost, all information, including Medical records, reasonably required by DRS to verify and substantiate the provision of Medical services and the charges for such services if the beneficiary and the Provider are seeking reimbursement through DRS. 6.6 DRS shall reimburse the Provider within thirty (30) days of receipt of ▇▇▇▇▇▇▇▇ that are accurate, complete and otherwise in accordance with Article VI of this Contract. DRS will not be responsible for delay of reimbursement due to circumstances beyond DRS’ control. 6.7 The Provider agrees to release all Provider liens for which payment has been made for Title XIX by DRS and notify DRS. However, this provision does not affect the Provider’s entitlement to file a lien or liens for non-pre-authorized services. 6.8 DRS shall have the right at all reasonable times and, to the extent permitted by law, to inspect and duplicate all Medical and billing records relating to Medical services rendered to beneficiaries at no cost to DRS or the beneficiary. 6.9 The Provider shall refund within 30 days of discovery to the beneficiary any overpayments made by the beneficiary.

  • Reorganization and Master/Feeder (a) Notwithstanding anything else herein, the Trustees may, in their sole discretion and without Shareholder approval unless such approval is required by the 1940 Act, (i) cause the Trust to convert or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (or a series of any of the foregoing to the extent permitted by law) (including trusts, partnerships, limited liability companies, associations, corporations or other business entities created by the Trustees to accomplish such conversion, merger, reorganization or consolidation) so long as the surviving or resulting entity is an open-end management investment company under the 1940 Act, or is a series thereof, to the extent permitted by law, and that, in the case of any trust, partnership, limited liability company, association, corporation or other business entity created by the Trustees to accomplish such conversion, merger, reorganization or consolidation, may (but need not) succeed to or assume the Trust’s registration under the 1940 Act and that, in any case, is formed, organized or existing under the laws of the United States or of a state, commonwealth, possession or colony of the United States, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, (iii) cause the Trust to incorporate under the laws of a state, commonwealth, possession or colony of the United States, (iv) sell or convey all or substantially all of the assets of the Trust or any Series or Class to another Series or Class of the Trust or to another trust, partnership, limited liability company, association, corporation or other business entity (or a series of any of the foregoing to the extent permitted by law) (including a trust, partnership, limited liability company, association, corporation or other business entity created by the Trustees to accomplish such sale and conveyance), organized under the laws of the United States or of any state, commonwealth, possession or colony of the United States so long as such trust, partnership, limited liability company, association, corporation or other business entity is an open-end management investment company under the 1940 Act and, in the case of any trust, partnership, limited liability company, association, corporation or other business entity created by the Trustees to accomplish such sale and conveyance, may (but need not) succeed to or assume the Trust’s registration under the 1940 Act, for adequate consideration as determined by the Trustees that may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent of the Trust or any affected Series or Class, and that may include Shares of such other Series or Class of the Trust or shares of beneficial interest, stock or other ownership interest of such trust, partnership, limited liability company, association, corporation or other business entity (or series thereof) or (v) at any time sell or convert into money all or any part of the assets of the Trust or any Series or Class. Any certificate of merger, certificate of conversion or other applicable certificate may be signed by any one (1) Trustee and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (b) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of merger or consolidation approved by the Trustees in accordance with this Section 8.3 may effect any amendment to this Declaration of Trust or effect the adoption of a new governing instrument of the Trust if the Trust is the surviving or resulting entity in the merger or consolidation. (c) Notwithstanding anything else herein, the Trustees may, in their sole discretion and without Shareholder approval unless such approval is required by the 1940 Act, invest all or a portion of the Trust Property or the Trust Property of any Series, or dispose of all or a portion of the Trust Property or the Trust Property of any Series, and invest the proceeds of such disposition in interests issued by one or more other investment companies registered under the 1940 Act. Any such other investment company may (but need not) be a trust (formed under the laws of the State of Delaware or any other state or jurisdiction) (or subtrust thereof) which is classified as a partnership for federal income tax purposes. Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, cause the Trust or any Series that is organized in the master/feeder fund structure to withdraw or redeem its Trust Property from the master fund and cause the Trust or such Series to invest its Trust Property directly in securities and other financial instruments or in another master fund.

  • Demotion and Layoff 10:1 In the event reduction of forces or curtailment of operation shall occur, employees shall be laid off in the reverse order of their Company seniority in the area in which they are working at the time of the reduction. The application of this Section to an employee working temporarily in an area shall apply only to the extent that it affects him/her in his/her regular area. 10:2 An employee who has six (6) months or more of continuous Company service and whose job is being eliminated, may request to displace an employee with less seniority than his/her own in the following sequence: (a) the employee in the same classification in the District who has the least seniority; (b) the employee in the lower classification in the District who has the least seniority; (c) no employee may displace another employee who has greater Company seniority than his/her own. 10:3 If Company cannot effect a displacement in accordance with Section 10:2 or if an employee requests not to take a demotion as provided in Section 10:2(b), an employee who has one (1) year or more continuous service with the Company may elect to displace an employee with less seniority than his/her own in the following sequence: (a) the employee in the same classification in the area working for the same customer who has the least seniority; (b) no employee may displace another employee who has greater seniority than his/her own, except as provided in Article 10:3(c) below; (c) Foremen and Climbers who possess a current commercial driver’s license, and airbrake endorsement when required by the Company, may displace the next *senior employee in their classification (*this senior employee shall be the least senior of those employees in the same classification by District) who has no commercial driver’s license and/or airbrake endorsement, if the vehicle of the crew being displaced requires an airbrake endorsement. In the event a ▇▇▇▇▇▇▇ is displaced subject to this Article, he/she shall be reclassified to the top climber classification. Foremen and climbers shall maintain all demotion and layoff rights to those crews consisting of vehicles they are licensed to operate. 10:4 The Company shall give employees whose jobs are eliminated as much notice as possible. Employees desiring to exercise the provisions of Section 10:2 or 10:3 shall give the Company notice of at least five (5) workdays. 10:5 If in the application of the provisions of this Article an employee in a classification which, in the normal line of progression, is higher than an Trainee classification can effect a displacement in such classification, the former shall not take such Trainee classification but shall be given the rate of classification next higher thereto.

  • Implementation and Review The Parties shall consult annually, or as otherwise agreed, to review the implementation of this Chapter and consider other matters of mutual interest affecting trade in services. (10) 10 Such consultations will be addressed under Article 170 (Free Trade Commission) of Chapter 14 (Administration of the Agreement).

  • Entry into force and termination This Agreement and its amendments shall enter into force 60 days after the date the Parties exchange written notifications certifying that they have completed their respective legal requirements for its entry into force or after such other period as the Parties may agree in written notification. Except as otherwise provided in this Agreement, it does not apply retroactively.