Transition Milestones Sample Clauses
The Transition Milestones clause defines specific goals or benchmarks that must be achieved during a transition period, such as when services, responsibilities, or assets are being transferred from one party to another. These milestones typically include deadlines, deliverables, or performance criteria that both parties agree upon in advance, and may be tied to payments or other contractual obligations. By clearly outlining these key steps, the clause ensures that the transition process is organized, measurable, and accountable, reducing the risk of misunderstandings or delays.
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Transition Milestones. (a) A list of milestones relating to Servicer’s obligations pursuant to this Article 4 that are critical to the Navient Entities are set forth in the Transition Plan (each a “Transition Milestone” and collectively, “Transition Milestones”). The Transition Milestones shall include, at a minimum, the Rebranding Date, the Service Start Date and the System Migration Date. MASTER TERMS AGREEMENT
(b) As part of the Transition Services, Servicer shall establish and make available for the Navient Entities’ use as to Navient Data, the Enterprise Data Warehouse, including all Navient databases (the “▇▇▇”). Without limiting the generality of the foregoing, Servicer shall create a secured enclave within the ▇▇▇ to which the Navient Entities shall have direct access. Each of Navient and Servicer shall be responsible for their own costs and expenses incurred in connection the establishment of the ▇▇▇. If Navient is notified by Servicer that Navient’s use of ▇▇▇ in reporting or other ad hoc queries or Navient Systems’ access to the ▇▇▇ is adversely impacting performance by Servicer, Navient will work with Servicer to make changes to lessen any adverse impact on Servicer’s performance. For the avoidance of doubt, the ▇▇▇ shall be considered a Servicer System for purposes of the Agreement. As part of the Services, Servicer shall host, maintain and make the ▇▇▇ available for Navient Entities’ use as to Navient Data throughout the Master Term and any Termination Assistance Period. Subject to Section 3.6, the Parties agree that Servicer shall have the right to make reasonable changes to the ▇▇▇, including changes intended to achieve efficiencies, during and following the Transition. Navient is responsible for maintaining the Navient Data and its databases in the secured enclave within the ▇▇▇ to which the Navient Entities shall have direct access and modifying the same.
Transition Milestones. The Transition Plan includes a list of milestones relating to Supplier’s obligations under the Transition Plan. If Supplier fails to achieve any milestone designated as a Critical Transition Milestone the completion date specified for such Critical Transition Milestone in the Transition Plan (subject to a grace period of no more than two weeks) Michaels shall not be required to pay any portion of any Transition Charge associated with such Critical Transition Milestone unless and until Supplier’s completion of the milestone is approved by Michaels. If Supplier fails to achieve any Transition Milestone for which a Transition Credit is due by the date specified for such Critical Transition Milestone in the Transition Plan and such delay exceeds the grace period of two weeks, then Supplier shall apply the Transition Credit against the Fees. If Supplier fails to achieve any Critical Transition Milestone by the completion date specified for such milestone in the Transition Plan, Michaels may, subject to allowing a grace period of two weeks, elect to terminate the applicable Statement of Work as of the date specified by Michaels in its notice of termination without payment of any Termination Fee. Michaels agrees that Supplier shall not be responsible or liable for any delay or failure in achieving a Transition Milestone, such delay or failure shall not be a breach entitling Michaels to terminate the applicable Statement of Work if and only to the extent that Section 4.3 or Section 9.4 applies to such delay or failure. Where any delay of more than 4 weeks to a Critical Transition Milestone arises directly as a result of a delay or failure of Michaels (including any Michaels Agents) to perform a tasks upon which the Supplier’s provision of the Transition Services is dependent, as such tasks are specifically identified in the Transition Plan, Michaels shall pay, any incremental increase in the cost of Transition that arises as a result of any such delay; provided that Supplier documents that incremental increase and takes such steps as are necessary to mitigate the amount of that incremental increase. Supplier shall, at the time of any such delay to a Critical Transition Milestone, provide Michaels with specific notice of such delay that describes to Michaels the Critical Transition Milestone impacted and the expected nature and extent of the incremental cost to be charged by Supplier to Michaels as a result of the delay to the Critical Transition Milestone.
Transition Milestones. The Parties agree to use commercially reasonable best efforts to complete the milestone events set forth in Schedule B. For clarity, any failure by Harrisburg or TD to meet the milestone events set forth in Schedule B will not affect Harrisburg’s right to receive the incentive fees set forth in Section 3.4. Whenever a milestone date is materially missed, the Parties agree to confer promptly to develop a plan of action to keep the transition on course to meet the dates set forth in Section 2.1(a). Nothing herein is intended to take away from the Project Team Managers the flexibility to mutually agree to changes in the Transition Plan, provided that neither Project Team Manager shall have the authority to request or consent to an extension of any dates set forth in Section 2.1(a).
Transition Milestones. If IBM fails to achieve any Transition Milestones by the completion dates therefor set forth in Schedule D (Transition), and the Transition Schedule has been extended for all or part of the Services in accordance with Section 4.02(2), all *** for the period during which the Transition Schedule has been so extended.
Transition Milestones. Supplier shall meet the Transition milestones relating to Supplier’s obligations under the Transition Plan. If Supplier fails to achieve any Critical Transition Milestone by the completion date specified for such milestone in the Transition Plan, subject to Supplier’s Right to Cure, Chordiant may elect to terminate the Line of Business in which the failure has occurred as of the date specified by Chordiant in its notice of termination without payment of any Termination Fee. Chordiant shall provide Supplier with as much advance notice as reasonably possible (including at Steering Committee Meetings) of any failures to achieve Critical Transition Milestones.
Transition Milestones. Attached hereto is the High Level Transition Plan (as described in Section B in Exhibit 2) which includes: (i) key Transition milestones, and (ii) high level activities and tasks to be performed. Outlined below are the initial milestones for the implementation of the Services based on the implementation dates WaMu has requested. Additional milestones may be identified/created, and the initial milestones may be modified during the Transition Planning Phase. Such modifications and/or additions will be based upon mutual agreement by WaMu and Supplier 1 Kick-off Meeting Initial meeting, attended by project stakeholders and the Transition team, to introduce the project teams, review, define high-level project scope, and review initial Transition plan *** - Completion of High Level Process Transition Plan, Receipt of Commencement Notice 3 Completion of Phase I of Transition, start of Phase II Completion of all planning activities *** - Detailed Process Transition Plan from stakeholders is signed off by WaMu
Transition Milestones. If the parties fail to achieve the Transition Milestones (which shall be deemed to include Flem▇▇▇'▇ ▇▇▇igations under Section 10.3) within agreed upon time frames and such failure by Flem▇▇▇ ▇▇ not attributable to Kmart or any of Kmart's existing suppliers, Flem▇▇▇ ▇▇▇ll reimburse Kmart on demand for any fees and direct costs reasonably incurred by Kmart over the costs that would have been incurred had the Transition Milestones been met on time. If Kmart purchases products from any third party due to Flem▇▇▇'▇ ▇▇▇lure to achieve the Transition Milestones, such purchases from third parties shall count toward fulfilling volume requirements necessary to achieve graduated reductions in fees based on purchase volumes under this Agreement.
Transition Milestones. Schedule [_]-10 sets forth the Transition Milestones (and associated Deliverable Credits, if any) under this Supplement. [Include a designation of which of the Milestones are “Critical Transition Milestones” (i.e., Milestones that trigger a CoreLogic termination right if Supplier fails to meet them) pursuant to Section 4.2(h)(iii) of the MSA.]
Transition Milestones. The Transition Plan includes a list of milestones and deliverables relating to Supplier's obligations pursuant to this Section 4, together with, for each such milestone or deliverable a start date and the time period in which Supplier must complete such milestone or deliver such deliverable. The amount of the Base Fees subject to Service Level Credits in relation to certain transition milestones and deliverables is set forth in Schedule 8. PacifiCare's right to receive Service Level Credits under Schedule 8 shall not limit PacifiCare's right to recover other damages incurred by PacifiCare as a result of the performance failure that caused the Service Level Credit to be incurred [...***...].
Transition Milestones. The Transition Plan includes a list of milestones relating to Supplier’s obligations under the Transition Plan. If Supplier fails to achieve any milestone by the completion date specified for such milestone in the Transition Plan, LS&Co. shall not be responsible for any portion of the Transition Charge associated with the Transition Milestone unless and until Supplier’s completion of the milestone is approved by LS&Co. If Supplier fails to achieve any Critical Transition Milestone by the completion date specified for such milestone in the Transition Plan, and such failure is caused by Supplier, LS&Co. may elect to terminate this Agreement as of the date specified by LS&Co. in its notice of termination without payment of any Termination Charge. In addition to any Transition Credit payable by Supplier in accordance with this Agreement, if Supplier fails to meet the date specified for any Transition Milestone, Supplier shall not be entitled to any further compensation beyond the applicable Transition Charges for the additional work associated with achieving such Transition Milestone after such date.