Transition to Successor Operator Clause Samples

The "Transition to Successor Operator" clause outlines the procedures and obligations for transferring operational responsibilities from the current operator to a new, successor operator. Typically, this clause details the steps for handing over assets, records, and ongoing projects, as well as the timeframe and cooperation required from both parties to ensure a smooth transition. Its core function is to minimize disruption and ensure continuity of operations by clearly defining the process and expectations during the changeover period.
Transition to Successor Operator. 11.3.1 The Operator recognizes that the IANA Numbering Services are vital to the RIRs and must be continued without interruption and that, upon the termination of this Agreement, a successor operator shall continue them. The Operator agrees to exercise best efforts and cooperation to effect an orderly and efficient transition to a successor operator and, notwithstanding Article 5.2, the RIRs shall reimburse the Operator for all pre-approved in writing expenses reasonably incurred by the Operator in connection therewith. 11.3.2 The Operator shall, upon the RIRs’ written notice, (a) exercise best efforts to effect an orderly transition for up to ninety (90) calendar days after this Agreement terminates; and (b) negotiate in good faith a plan with a successor operator to determine an orderly transition.
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Transition to Successor Operator. 11.2.1 The Operator recognises that the IANA Numbering Services are vital to the RIRs and must be continued without interruption and that, upon the termination of this Agreement, a successor, either the RIRs or another operator, may continue them. The Operator agrees to: (a) Furnish phase-in training; and (b) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor. 11.2.2 The Operator shall, upon the RIRs’ written notice, (a) furnish phase-in, phase-out services for up to 90 days after this Agreement terminates and (b) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. 11.2.3 The Operator shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the IANA Numbering Services required by this Agreement. The Operator also shall disclose necessary personnel records and allow the successor to conduct on-site interviews with these employees. If selected employees are agreeable to the change, The Operator shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor.
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Transition to Successor Operator. 11.3.1 The Operator recognizes that the IANA Numbering Services are vital to the RIRs and must be continued without interruption and that, upon the termination of this Agreement, a successor operator shall continue them. The Operator agrees to exercise best efforts and cooperation to effect an orderly and efficient transition to a successor operator and, notwithstanding Article 5.2, the RIRs shall reimburse the Operator for all pre-approved in writing expenses reasonably incurred by the Operator in connection therewith. 11.3.2 The Operator shall, upon the RIRs’ written notice, (a) exercise best efforts to effect an orderly transition for up to ninety (90) calendar days after this Agreement terminates; and (b) negotiate in good faith a plan with a successor operator to determine an orderly transition. Service Level Agreement for the IANA Numbering Services page 15 12.1 Assignment of intellectual property rights and rights over data 12.1.1 Except as otherwise provided in this Article 12, each of ICANN and the RIRs shall own and retain, respectively, all intellectual property rights owned or controlled by such Party, and all rights, title and interest in and to any and all discoveries, inventions and other subject matter (whether patentable or not) conceived, reduced to practice or otherwise discovered by its or its affiliates’ employees, consultants or agents. 12.1.2 To the extent that the Operator possesses rights in and to the IANA Number Registries or other intellectual property rights used exclusively in the performance of the IANA Numbering Services by the Operator in accordance with this Agreement, Operator hereby agrees to not assert any such rights against any lawful use of such rights by a third party. 12.1.3 To the extent that the Operator possesses any rights over published IANA Number Registry data necessary for the performance of the IANA Numbering Services by the Operator in accordance with this Agreement, Operator hereby releases and dedicates any and all right, title, and interest in and to such IANA Number Registry data to the public domain. 12.1.4 To the extent that the Operator possesses any non-proprietary rights over unpublished IANA Number Registry data necessary for the performance of the IANA Numbering Services by the Operator in accordance with this Agreement, Operator hereby releases and dedicates any and all right, title, and interest in and to such IANA Number Registry data rights to the RIRs. If requested by the RIRs in connectio...
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Transition to Successor Operator. 11.3.1 The Operator recognizes that the IANA Numbering Services are vital to the RIRs and must be continued without interruption and that, upon the termination of this Agreement, a successor operator shall continue them. The Operator agrees to exercise best efforts and cooperation to effect an orderly and efficient transition to a successor operator and, notwithstanding Article 5.2, the RIRs shall reimburse the Operator for all pre-approved in writing expenses reasonably incurred by the Operator in connection therewith. 11.3.2 The Operator shall, upon the RIRs’ written notice, (a) exercise best efforts to effect an orderly transition for up to ninety (90) calendar days after this Agreement terminates; and (b) negotiate in good faith a plan with a successor operator to determine an orderly transition. Service Level Agreement for the IANA Numbering Services page 15 Article 12: Intellectual property rights and rights over data10 12.1 Assignment of intellectual property rights and rights over data Deleted: Intellectual Property
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Transition to Successor Operator. 11.2.1 The Operator recognizes that the IANA Numbering Services are vital to the RIRs and must be continued without interruption and that, upon the termination of this Agreement, a successor, either the RIRs or another operator, may continue them. The Operator agrees to: (a) Furnish phase-in training; and (b) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor. 11.2.2 The Operator shall, upon the RIRs’ written notice, (a) furnish phase-in, phase-out services for up to 90 days after this Agreement terminates and (b) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. 11.2.3 The Operator shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the IANA Numbering Services required by this Agreement. The Operator also shall disclose necessary personnel records and allow the successor to conduct on-site interviews with these employees. If selected employees are agreeable to the change, the Operator shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor. Service Level Agreement for the IANA Numbering Services page 16 Article 12: Intellectual property rights and rights over data10 12.1 Assignment of intellectual property rights and rights over data 12.1.1 To the extent that the Operator possesses rights in and to any intellectual property, including but not limited to copyrights, trademarks and service marks, related to the performance of its obligations under this Agreement, Operator does hereby assign and transfer any and all right, title and interest in and to such intellectual property rights to the RIRs, their successors, assigns and designees. 12.1.2 To the extent that the Operator possesses any rights over data related to the performance of its obligations under this Agreement, Operator does hereby assign and transfer any and all right, title, and interest in and to such data rights to the RIRs, their successors, assigns and designees.
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Transition to Successor Operator. 11.2.1 The Operator recognizes that the IANA Numbering Services are vital to the RIRs and must be continued without interruption and that, upon the termination of this Agreement, a successor operator may continue them. The Operator agrees to exercise best efforts and cooperation to effect an orderly and efficient transition to a successor operator 11.2.2 The Operator shall, upon the RIRs’ written notice, (a) exercise best efforts to effect an orderly transition for up to 90 days after this Agreement terminates; and (b) negotiate in good faith a plan with a successor operator to determine an orderly transition. NRO 29/10/15 4:02 PM NRO 29/10/15 4:02 PM NRO 29/10/15 4:02 PM NRO 29/10/15 4:02 PM NRO 29/10/15 4:02 PM NRO 29/10/15 4:02 PM NRO 29/10/15 4:02 PM NRO 29/10/15 4:02 PM NRO 29/10/15 4:02 PM NRO 29/10/15 4:02 PM NRO 29/10/15 4:02 PM NRO 29/10/15 4:02 PM NRO 29/10/15 4:02 PM NRO 29/10/15 4:02 PM NRO 29/10/15 4:02 PM NRO 29/10/15 4:02 PM NRO 29/10/15 4:02 PM NRO 29/10/15 4:02 PM Formatted: No. Heading 4 NRO 29/10/15 4:02 PM phase-out services required. [6] Service Level Agreement for the IANA Numbering Services page 15 12.1 Assignment of intellectual property rights and rights over data 12.1.1 To the extent that the Operator possesses rights in and to any intellectual property, including but not limited to copyrights, trademarks and service marks, related to the performance of its obligations under this Agreement, Operator does hereby assign and transfer any and all right, title and interest in and to such intellectual property rights to the RIRs, their successors, assigns and designees. 12.1.2 To the extent that the Operator possesses any rights over data related to the performance of its obligations under this Agreement, Operator does hereby assign and transfer any and all right, title, and interest in and to such data rights to the RIRs, their successors, assigns and designees.
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Transition to Successor Operator. 11.2.1 The Operator recognizes that the IANA Numbering Services are vital to the RIRs and must be continued without interruption and that, upon the termination of this Agreement, a successor operator may continue them. The Operator agrees to exercise best efforts and cooperation to effect an orderly and efficient transition to a successor operator 11.2.2 The Operator shall, upon the RIRs’ written notice, (a) exercise best efforts to effect an orderly transition for up to 90 days after this Agreement terminates; and (b) negotiate in good faith a plan with a successor operator to determine an orderly transition. 12.1 Assignment of intellectual property rights and rights over data 12.1.1 To the extent that the Operator possesses rights in and to any intellectual property, including but not limited to copyrights, trademarks and service marks, related to the performance of its obligations under this Agreement, Operator does hereby assign and transfer any and all right, title and interest in and to such intellectual property rights to the RIRs, their successors, assigns and designees. 12.1.2 To the extent that the Operator possesses any rights over data related to the performance of its obligations under this Agreement, Operator does hereby assign and transfer any and all right, title, and interest in and to such data rights to the RIRs, their successors, assigns and designees.
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Transition to Successor Operator. Deleted: may 11.2.1 The Operator recognizes that the IANA Numbering Services are vital to the RIRs and must be continued without interruption and that, upon the termination of this Agreement, a successor operator shall continue them. The Operator agrees to exercise best efforts and cooperation to effect an orderly and efficient transition to a successor operator and, notwithstanding Article 5.2, the RIRs shall reimburse the Operator for all pre-approved in writing expenses reasonably incurred by the Operator in connection therewith. 11.2.2 The Operator shall, upon the RIRs’ written notice, (a) exercise best efforts to effect an orderly transition for up to ninety (90) calendar days after this Agreement terminates; and (b) negotiate in good faith a plan with a successor operator to determine an orderly transition. Service Level Agreement for the IANA Numbering Services page 15 12.1 Assignment of intellectual property rights and rights over data
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Related to Transition to Successor Operator

  • Replacement of Term SOFR or Successor Rate Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Majority Lenders notify the Administrative Agent (with, in the case of the Majority Lenders, a copy to the Borrower) that the Borrower or the Majority Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR, including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available, or permitted to be used for determining the interest rate of U.S. dollar denominated syndicated loans, or shall or will otherwise cease, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one month, three month and six month interest periods of Term SOFR or the Term SOFR, Screen Rate are no longer available permanently or indefinitely, the “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, the “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a quarterly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (y) if the events or circumstances of the type described in Section 3.03(b)(i) or (ii) have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 3.03 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such benchmark, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments. shall constitute a “Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Administrative Agent written notice that such Majority Lenders object to such amendment. The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than the Floor, the Successor Rate will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective. For purposes of this Section 3.03, those Lenders that either have not made, or do not have an obligation under this Agreement to make, the relevant Loans in Dollars shall be excluded from any determination of Majority Lenders.

  • Right to Subcontract The Company may subcontract for the provision of services under this Agreement. Client agrees that the provisions of this Agreement are applicable to any subcontractors engaged by Company to provide any service set forth herein

  • AUTHORIZATION TO SUPPLEMENT If any Grantor shall obtain rights to any new trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto. Grantors shall give prompt notice in writing to Agent with respect to any such new trademarks or renewal or extension of any trademark registration. Without limiting Grantors’ obligations under this Section, Grantors hereby authorize Agent unilaterally to modify this Trademark Security Agreement by amending Schedule I to include any such new trademark rights of each Grantor. Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

  • Assignability; Successors Debtor’s rights and liabilities under this Security Agreement are not assignable or delegable, in whole or in part, without the prior written consent of Vicis. The provisions of this Security Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties.

  • No Right to Subcontracting Subcontractor may not subcontract, either part or in whole, the Services authorized under this Agreement.