Transition Generally Clause Samples

Transition Generally. (a) Transition Plan Provider shall, if provided for in a Service Agreement, provide the Transition Services described in the “Transition” Schedule to such Service Agreement. The “Transition” Schedule shall include an initial transition plan that sets forth: (i) the Transition Services necessary to completely migrate the Services to, or implement the Services by, Provider; (ii) an allocation of responsibilities between the Parties for the performance of such Transition Services; (iii) the transition of the administration, management, operation under and financial responsibility for applicable Third Party Agreements from Customer Group to Provider; (iv) the transition to Provider of the performance of and responsibility for the other functions, responsibilities and tasks currently performed by Customer Group (or by a Third Party on behalf of Customer Group) which comprise the Services; (v) Service Levels applicable to the Transition Services; (vi) the Services, projects, tasks, responsibilities and timelines for activities to be performed in connection with the evolution, integration and transformation of the functions comprising the Services in accordance with the agreed upon plan; and (vii) such other information and planning as are necessary to ensure that the Transition takes place on schedule and without disruption to Customer Group’s operations (each, a “Transition Plan”). The final Transition Plan shall be mutually-agreed upon by the Parties not later than the date specified in the Service Agreement.
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Transition Generally. ‌ The Parties acknowledge the importance of a smooth transition of responsibility and uninterrupted operation of the Civic Center upon termination of this Agreement. Manager shall make available to CRDA or the successor management company, in electronic form to the extent available, all records, data and other information relating to Facility Operations maintained on Manager’s computer system as of the date of termination. For a period not to exceed ninety (90) days after termination, Manager shall cooperate with CRDA and any successor management company in an effort to minimize any disruptions in operations relating to such termination, including the provision of reasonable access to Manager’s supervisory personnel, provided that CRDA shall reimburse Manager for any reasonable out-of-pocket expenses incurred in connection therewith and for reasonable charges, on an hourly basis, for the time of Manager’s supervisory personnel providing such transition services.
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Transition Generally. APS, CHC, and the HMO Subsidiaries agree to work together in good faith to ensure a smooth and effective transition from the Prior Agreement to this Agreement.
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Transition Generally. Entera will cooperate with and provide timely assistance to OPKO to ensure the smooth transition and to facilitate the transfer to OPKO of the Know-How included in the license grant above.
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Transition Generally. Provider shall perform the activities and provide the deliverables necessary for the successful transition to Provider of the Services for each Tower (each, a “Transition”), including the activities and deliverables set forth in the applicable Transition Plan (as defined below). Company shall perform those tasks that are designated to be Company’s responsibility in each Transition Plan; provided that Company shall not be obligated to perform any tasks during the Transition Period that are not set forth in the applicable Transition Plan.
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Transition Generally. (a) Servicer shall perform the preparation, setup and implementation activities required of Servicer necessary for the successful transition to and assumption of responsibility by Servicer of the Services (the “Transition”), including the setup of the technology and infrastructure and onboarding of personnel and such additional tasks as described on Exhibit E (collectively, the “Transition Services”). (b) For a transition period of up to 18 months following the Effective Date (or for such other period as agreed to by the Parties) to be defined during Transition planning, Navient will continue the student loan servicing with respect to the loan portfolios to be serviced by Servicer to ensure a smooth transition in the servicing process. (c) Subject to the terms and conditions of the Agreement, Navient will support Servicer’s performance of the Transition Services by completing the tasks and providing the other support as described on Exhibit E(“Transition Support”).
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Transition Generally. During the period commencing on the effective date of the Member Withdrawal Notice and ending on the date of LCMC’s withdrawal as a member of UMCMC (the “Member Withdrawal Date”) (such period, the “Transition Period”), LCMC, UMCMC, and LSU shall coordinate LCMC’s withdrawal to minimize the likelihood of any adverse impact on the Hospital’s operations, including, without limitation, inpatient and outpatient hospital care, outpatient clinics, and GME. The Transition Period shall be for a period of six (6) months beginning two (2) days after the date of the Withdrawal Notice, unless otherwise extended by the Board of Directors of UMCMC or the Transition Board of Directors (as defined below), as the case may be, and approved by LCMC, provided that any payments due LCMC upon its withdrawal shall not be due until one (1) year after the Member Withdrawal Date as provided in Section 17.5. The Member Withdrawal Date shall be the last day of the Transition Period.
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Related to Transition Generally

  • Termination Generally If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to his authorized representative or estate) (i) any Base Salary earned through the Date of Termination, unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement) and unused vacation that accrued through the Date of Termination on or before the time required by law but in no event more than 30 days after the Executive’s Date of Termination; and (ii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Benefit”).

  • Plan Termination Generally This Agreement may be terminated only by a written agreement signed by the Bank and the Executive. The benefit shall be the Accrual Balance as of the date this Agreement is terminated. Except as provided in Section 8.3, the termination of this Agreement shall not cause a distribution of benefits under this Agreement. Rather, upon such termination benefit distributions will be made at the earliest distribution event permitted under Article 2 or Article 3.

  • Termination; General The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or limited by the Commission, the New York Stock Exchange or the Nasdaq Global Market, or if trading generally on the NYSE American or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

  • Transfer Generally (a) The term “transfer,” when used in this Agreement with respect to a Partnership Interest, shall be deemed to refer to a transaction (i) by which the General Partner assigns its General Partner Interest to another Person or by which a holder of Incentive Distribution Rights assigns its Incentive Distribution Rights to another Person, and includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition by law or otherwise or (ii) by which the holder of a Limited Partner Interest (other than an Incentive Distribution Right) assigns such Limited Partner Interest to another Person who is or becomes a Limited Partner, and includes a sale, assignment, gift, exchange or any other disposition by law or otherwise, including any transfer upon foreclosure of any pledge, encumbrance, hypothecation or mortgage. (b) No Partnership Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article IV. Any transfer or purported transfer of a Partnership Interest not made in accordance with this Article IV shall be null and void. (c) Nothing contained in this Agreement shall be construed to prevent a disposition by any stockholder, member, partner or other owner of the General Partner of any or all of the shares of stock, membership interests, partnership interests or other ownership interests in the General Partner.

  • Form Generally The Securities shall be in substantially the form set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, the Internal Revenue Code of 1986, as amended, and regulations thereunder (the "Code"), or as may, consistent herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. All Securities shall be in fully registered form. The Trustee's certificates of authentication shall be in substantially the form set forth in Section 2.3. Conversion notices shall be in substantially the form set forth in Section 2.4. Repurchase notices shall be substantially in the form set forth in Section 2.2. The Securities shall be printed, lithographed, typewritten or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any automated quotation system or securities exchange (including on steel engraved borders if so required by any securities exchange upon which the Securities may be listed) on which the Securities may be quoted or listed, as the case may be, all as determined by the officers executing such Securities, as evidenced by their execution thereof. Upon their original issuance, Securities issued as contemplated by the Purchase Agreement to Qualified Institutional Buyers in reliance on Rule 144A shall be issued in the form of one or more Global Securities in definitive, fully registered form without interest coupons and bearing the Restricted Securities Legend. Such Global Security shall be registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Such Global Security, together with its Successor Securities which are Global Securities, are collectively herein called the "Restricted Global Security".