Transition Support Clause Samples

Transition Support. (a) The Parties acknowledge that they have been working together to mutually agree upon a written project plan for each of the Services identified on the Schedules hereto (each project plan, a “Project Card”). Each Project Card is intended to address (i) the actions the applicable Service Provider and Service Recipient shall take to operate independently of one another or otherwise replace or migrate away from the Service, (ii) any inter-dependence between the actions contained in any of the various Project Cards, (iii) timelines for conclusion of the actions and separation activities described on the Project Card and (iv) any additional reasonable assistance any Party requires from the other in connection with completion of separation activities described on the Project Card. The Project Cards are not incorporated into or made part of this Agreement. The Parties agree to reasonably cooperate in good faith to revise the Project Cards as necessary based on changes in circumstances during the term of this Agreement. In the event that the Parties revise a Project Card in a manner that results in such Project Card contradicting the relevant Schedule hereto, the Parties will act in good faith consistent with the terms of this Agreement to consider whether an amendment to this Agreement is necessary or desirable. In the event an amendment is executed, it shall be deemed to be part of this Agreement and the Services from and after the effective date of such amendment. For the avoidance of doubt, BNPP’s written agreement shall not be required with respect to amendments to Schedule A, Schedule B, Schedule C and Schedule E, and neither BWHI’s nor BoW’s approval shall be required with respect to amendments to Schedule E. (b) Each Service Provider shall reasonably cooperate in good faith to facilitate each Service Recipient’s ability to operate independently of or otherwise replace or migrate away from each Service. Each Service Provider shall use commercially reasonable efforts to minimize (i) any disruption in connection with the receipt of Services, (ii) any quality degradation in connection with the Services and (iii) any cost to the applicable Service Recipient’s independent operation or replacement or migration away from each Service. No Service Provider shall be obligated to incur any out-of-pocket cost or expense in connection with any of the actions taken pursuant to this Section 2.9(b) unless otherwise agreed to by the Parties in writing.

Transition Support. Rights Agent will cooperate with Parent, the Representative and any successor Rights Agent as reasonably requested in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including transferring the CVR Register to the successor Rights Agent.

Transition Support. The Parties agree to work diligently and in good faith to complete the transfers set forth in Section 3.1 from Regeneron to Company as soon as reasonably practicable. Regeneron, at its sole cost and expense, shall provide reasonable telephonic assistance to Company to help identify and solve issues relating to unsuccessful breeding of Mice (including ********************** ***********). At Company’s request and expense, upon reasonable prior notice and at mutually convenient dates, Regeneron personnel shall ****************************to help identify and solve issues relating to unsuccessful breeding of Mice at the Site designated by Company.

Transition Support. Contractor understands, acknowledges, and agrees that a smooth transition from currently provided Residential Services and City Services and service provider another service provider and/or from current Residential Services to new or changed Residential Services is essential for the health and safety of the City and its residents. Contractor understands, acknowledges, and agrees that with the failure of Contractor to timely and promptly transition will create serious health and safety issues for the City and its residents. Contractor understands, acknowledges, and agrees that the City does not possess the necessary manpower or equipment to provide Municipal Solid Waste Service, Bulk Waste Service, and Recycling Service. Contractor shall cooperate fully and timely with the City and any previous and subsequent provider(s) in any transition of Residential Services and City Services [NOTE: Services included in Residential Services in the Agreement are subject to change based on the Service Option the City chooses to provide]. Contractor shall cooperate fully with the City in: (i) The transition to the Contractor providing Municipal Solid Waste Service, Bulk Waste Service, and Recycling Service upon the Commencement Date; (ii) The transition from the Contractor to subsequent person(s) or the City providing Municipal Solid Waste Service, Bulk Waste Service, and Recycling Service upon expiration of the initial term or optional renewal term; and, (iii) The transition from the Contractor to subsequent person(s) or the City providing Municipal Solid Waste Service, Bulk Waste Service, and Recycling Service upon termination of the Agreement. For the transition from provider(s) of Municipal Solid Waste Service, Bulk Waste Service, and Recycling Service prior to the Commencement Date to the Contractor, Contractor shall collect Municipal Solid Waste and Recyclable Materials from carts and containers from the provider(s) prior to the Commencement Date. In addition, Contractor shall immediately provide a Transition Notice, as defined in Section 23 of this Agreement, to the Residential Service Units and to City Facilities whom set-out Municipal Solid Waste and Recyclable Materials in carts from the provider(s) prior to the Commencement Date as set forth in this Agreement. Transition support shall include delivery to the City prior to Commencement Date route maps in electronic PDF and shapefile format and hardcopy format on route by route basis in folder size and 20 x 30 pos...

Transition Support. In the interest of educational excellence, an employee recalled to a different position/program shall be given an opportunity to observe the new assignment when possible and to receive mentoring.

Transition Support. The Company agrees that it will provide reasonable and customary support to Employee with respect to his transition to new employment, including through letters of reference or recommendations, as reasonably necessary; provided, however, Employee acknowledges that the Company cannot guarantee that Employee will secure his desired employment.

Transition Support. (a) Within 60 days following the effective date of this Agreement or any later date agreed by the Parties, the Parties will work together in good faith to mutually agree upon written migration plans for each of the Services addressing (i) the steps the Parties shall take to operate independently of one another or otherwise replace or migrate away from the Services, (ii) any inter-dependence between the steps in any of the migration plans, (iii) timelines for conclusion of these steps and separation activities and (iv) any additional reasonable assistance either Party requires from the other in connection with completion of separation activities. The Parties agree to reasonably cooperate in good faith to revise the written migration plans as necessary based on changes in circumstances during the term of this Agreement. (b) Each Service Provider shall (i) reasonably cooperate in good faith to facilitate each applicable Service Recipient operating independently of or otherwise replacing or migrating away from each Service and (ii) utilize commercially reasonable efforts to minimize (1) any disruption in connection with the receipt of Services, (2) any quality degradation in connection with the Services and (3) any cost to the applicable Service Recipient’s independent operation or replacement or migration away from each Service; provided that each applicable Service Provider shall not be obligated to incur any out-of-pocket cost or expense in connection with any of the actions taken pursuant to this Section 2.9(b). (c) Promptly after the termination of any Service in accordance with this Agreement, the applicable Service Provider shall, subject to Applicable Law and at the applicable Service Recipient’s expense, use its commercially reasonable efforts to transfer all requested and relevant data concerning such Service (if any) to the applicable Service Recipient, or such Service Recipient’s third party designee, and to cooperate in the conversion of any and all such data from Service Provider’s systems to those of the Service Recipient, or such Service Recipient’s third party designee. In addition, if reasonably requested by the applicable Service Recipient, the applicable Service Provider shall deliver to such Service Recipient as promptly as practicable (but in no event more than 45 days after such request) all available Service Records related to such Service; provided, however, that the applicable Service Provider shall have the right to retain an archiva...

Transition Support. Subject to Sections 6.1(d) and (e), promptly after the termination of the Transition Service (but in no event more than 30 days in case such termination is pursuant to Section 6.1(b) or 6.2(c), and in no event more than 10 days, or such time as mutually agreed by the parties hereto, in case such termination is pursuant to Section 6.1(a)), or any element or sub-element thereof, in accordance with this Agreement or the request of EVE-VEN, EVE-PR shall, or shall cause the Service Provider to, subject to applicable Law and at the reasonable cost (without any ▇▇▇▇-up) of EVE-VEN, use Reasonable Best Efforts to transfer all data concerning the relevant element or sub-element of the Transition Service to the Service Recipient. In addition, if reasonably requested by EVE-VEN, EVE-PR shall deliver, or cause to be delivered, to the Service Recipient promptly (but in no event more than sixty (60) days after) all records, data, files and other information received or generated for the benefit of the Service Recipient in connection with the provision of such element or sub-element of the Transition Service; provided, however, that EVE-PR shall have the right to retain an archival copy of such records to the extent required by applicable Law or for the purpose of responding to regulatory requests or intraparty claims.

Transition Support. The Parties agree to work in good faith to complete the provision of Lilly Know-How identified on Exhibit D to CoLucid within ninety (90) days of the Closing Date (“Transition Period”). In addition, during this time, Lilly will grant CoLucid access, during normal business hours, to appropriate Lilly personnel for reasonable consultation related to the Lilly Know-How. Except as set forth in Section 4.2(d) below, such access to Lilly personnel during the Transition Period is at no cost to CoLucid, but shall not exceed a total of one hundred (100) Lilly person hours. Lilly shall have no obligation to provide support of any type beyond the 100 hours mentioned above or after the Transition Period. However, if Lilly agrees to provide any additional support, CoLucid shall promptly pay Lilly (i) an amount equal to two hundred seventy-five dollars ($275) per hour for each such hour of services provided by Lilly, and (ii) the expenses set forth in Section 4.2(d). Lilly believes that the information listed on Exhibit D represents all of the documents and Lilly-Know How that are in Lilly’s possession and that would be useful or relevant to CoLucid. If CoLucid has a significant need for access to any Lilly documents or Lilly Know-How not listed on Exhibit D, it may request that Lilly provide such information, in which case Lilly will use its reasonable efforts to locate and provide such information, at CoLucid’s expense. It is understood that any such requests should be of an infrequent and unusual nature, and that all reasonable efforts should be taken to avoid additional substantial burden on Lilly. CoLucid has advised Lilly that CoLucid may desire to retain the services of ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, who has served as a consultant to Lilly. Lilly has no objection to Dr. Ramadan providing such services, and Lilly agrees to confirm this in writing to Dr. Ramadan promptly upon the request of Dr. Ramadan or CoLucid.