Transition of Service Clause Samples
The Transition of Service clause outlines the procedures and responsibilities for transferring services from one provider to another or back to the client at the end or termination of an agreement. It typically details the timeline, required cooperation, and the handover of relevant materials, data, or documentation to ensure a smooth transition. This clause is essential for minimizing disruption to business operations and ensuring continuity of service during provider changes.
Transition of Service. (a) SES reserves the right to transition Service to (i) a Replacement Satellite, (ii) an Alternative Satellite, (iii) the Satellite at another orbital location, or (iv) a Collocated Transponder, provided that (A) Service as transitioned will continue to provide *** to support Service as existing prior to transition, (B) SES provides Customer with not less than *** advance notice of a planned transition of Service, to the extent reasonably foreseeable, (C) in the case of a planned transition to an Alternative Satellite, SES provides a reasonable period (not to exceed ***) during which Service will be available on the Satellite and the Alternative Satellite (unless the Satellite is not available as a result of service problems), and (D) subject to Customer’s ability to defer such transition due to regulatory restrictions (which Customer agrees to address in good faith as soon as reasonably practical) any transition of Service occurring pursuant to this Section 8 shall not take more than *** to complete.
(b) In the event of a transition of Service, the Replacement Satellite, the Alternative Satellite, the *** Confidential treatment requested. SES PROPRIETARY AND CONFIDENTIAL Page 3 Customer initials: _____ SES initials: _____ Satellite at another orbital location, or the Satellite on which the Collocated Transponder is located, as the case may be, will become the Satellite for purposes of the Agreement and the Service Specifications will be modified accordingly. Customer shall transition Service in accordance with a transition plan to be provided to Customer by SES and shall follow SES’s instructions with respect to the implementation of such transition plan.
(c) Notwithstanding the foregoing, SES understands and acknowledges that Customer’s use of the Service includes the provision of IFEC solutions to end-user consumers in an onboard, commercial aircraft environment. SES understands and acknowledges the unique nature of this offering and the importance of providing uninterrupted Service to Customer at all times. As such, SES agrees to use commercially reasonable efforts to ensure that (i) any transition undertaken pursuant to this Section 8 shall not impair Customer’s intended use of the Service, and (ii) the Service shall at all times be provided in accordance with the Service Specifications contained in the relevant Service Order. To the extent that Service is impaired or fails to meet the required Service Specifications as the result of such transition, ...
Transition of Service. The parties hereto acknowledge and agree that (i) Warner’s role as Vice Chairman with the Company will be transitioned to a consultant role effective as of the Effective Date and (ii) Warner shall resign all positions as an officer and director with the Company or any of the other Cinemark Companies effective as of the Effective Date.
Transition of Service. SES reserves the right to transition Service to (i) [***].
Transition of Service. If County of San Mateo elects to transition providers, Contractor will ensure a smooth operational changeover. So that the patients of San Mateo County are not adversely impacted, Contractor will set up logistical meetings with the new team to make sure processes are not interrupted. Contractor shall provide the services in the table of Exhibit C within the response time 80% of the time. In the rare occasion that a response time requirement cannot be met, Contractor’s communication center provides the soonest available time to the caller for approval. If the caller does not approve, Contractor’s communication center will begin calling Contractor’s extensive list of partners to secure a faster response time and then communicate back to the caller the new estimated time of arrival.
Transition of Service. OUC’s obligation to provide services to COVB under the OUC-COVB PPA shall end at 11:59 p.m., Eastern Prevailing Time, on the Termination and Waiver Date (the “Cut-Off Time”).1 COVB hereby acknowledges that OUC shall have no obligation to furnish to COVB energy, capacity or ancillary services following the Cut-Off Time.
Transition of Service. The Contractor shall take all actions necessary to ensure a smooth transition of operations at the beginning and end of the contract, to include termination or normal expiration of the contract. Coordination and cooperation with the predecessor/successor contractors and/or Government activities are essential to ensure an orderly and efficient transition of services. Problems encountered in the transition of operations shall be reported to the CO. The Contractor shall provide to the CO a transition plan to ensure the efficient and thorough transfer of data from predecessor contractors and or Government operations. The plan shall be provided to the CO a minimum of 90 calendar days prior to the last day of the previous contract period and shall identify the nature and extent of the transition activities required and the time frame for accomplishing each activity. If the Contractor is involved in disaster response at the time the contract ends, the Contractor shall accept movement orders for shipment up to the last day of the contract and is responsible to complete the shipments. The Contractor may request that the last day be advanced to accommodate transition between the Contractor and its successor, subject to joint agreement between the CO and all other parties. Unless otherwise specified, the contractor shall provide to the successor contractor or to the Government, paper and electronic copies of shipment information for all undelivered shipments on or before the contract expiration date. The transfer of these files shall be coordinated through the COR.
Transition of Service. Notwithstanding anything to the contrary in this Agreement, upon termination of this Agreement, Ubiquity will cooperate with Client and use commercially reasonable efforts to assist in the transition of the Services to Client or to a third party at Client’s discretion for a period of ninety 90 days after termination.
Transition of Service. The parties hereto acknowledge and agree that (i) Stock’s role as Chief Executive Officer with the Company will be transitioned to a consultant role effective as of the Effective Date and (ii) Stock shall resign all positions as an officer, director or otherwise with the Company or any of the other Cinemark Companies effective as of the Execution Date.
Transition of Service. As of the Effective Date, B▇▇▇▇▇▇▇ resigns as President and Chief Executive Officer of the Company; however, the Company has asked B▇▇▇▇▇▇▇, and B▇▇▇▇▇▇▇ has agreed, to continue his employment in a new capacity through the conclusion of a transition period (the “Transition Period”), as described in Section 2 below. B▇▇▇▇▇▇▇’▇ final day of employment at the conclusion of the Transition Period shall be December 31, 2019 (the “Separation Date”).
a. This Agreement confirms B▇▇▇▇▇▇▇’▇ voluntary irrevocable resignation as President and Chief Executive Officer of the Company and as a member of the Board of Directors, and from any and all other executive and director positions he holds with the Company and any and all of the Company’s subsidiaries and other affiliates (the “Other Positions”), which resignation shall become effective on the Effective Date. The Company hereby agrees to waive any requirement of written notice as otherwise required under the Executive Employment Agreement between B▇▇▇▇▇▇▇ and the Company dated July 2007 (the “Employment Agreement”).
b. Prior to the commencement of the Transition Period, B▇▇▇▇▇▇▇ shall continue to serve in his positions as President and Chief Executive Officer of the Company, as well as in the Other Positions, under the terms and conditions of the Employment Agreement. Notwithstanding the immediately preceding sentence or any other provision hereof, the Board may reassign and delegate any or all of B▇▇▇▇▇▇▇’▇ responsibilities to one or more other individuals (each, an “Interim Delegate”), to be performed by him or her in lieu of by B▇▇▇▇▇▇▇. For the avoidance of doubt, neither such a reassignment or delegation of a responsibility to an Interim Delegate, nor any performance thereof by such Interim Delegate, shall constitute a termination for Good Reason (as defined in Section 1.6 of the Employment Agreement) under Section 4.4 of the Employment Agreement.
c. The Company shall reimburse B▇▇▇▇▇▇▇ his actual attorney fees incurred in negotiation of this Agreement, not to exceed $10,000.
Transition of Service. Upon expiration or earlier termination of this Contract or any services provided hereunder, Saber shall accomplish a complete transition of the services, including architecture, licenses, State-owned hardware and software, database, application development tools, application testing, training, and help desk from Saber to the State, or to any replacement provider designated by the State. Saber shall cooperate fully with the State and such replacement provider and promptly take all steps required to assist in effecting a complete transition.