Transitional obligations Sample Clauses
A transitional obligations clause outlines the duties and responsibilities that parties must fulfill during the period when a contract or regulatory change is being implemented. Typically, this clause specifies which obligations continue, are modified, or are phased out as the new terms take effect, and may set deadlines or procedures for completing outstanding tasks. Its core function is to ensure a smooth and orderly transition from old to new arrangements, minimizing confusion and disruption during the changeover period.
Transitional obligations. From the signing date to the closing date, without the prior written consent of the transferee, the target company shall not, and other promising parties shall urge the target company not to:
(1) Increase or decrease the registered capital of the target company, transfer the equity of the target company, or establish or allow the establishment of any rights burden on any part of the equity of the target company;
(2) Merge, merge or be merged by any third party, or purchase any assets, or invest in any entity;
(3) Revise the articles of association of the target company (except as expressly stipulated in the transaction documents);
(4) Change any accounting method or accounting practice or system of the target company, except the changes required by the applicable accounting standards;
(5) Enter into any contract, amend or adjust the terms of any existing contract, or agree to terminate any existing contract;
(6) Providing loans to third parties or providing guarantees for the debts of any third party; Any debt incurred, inherited or incurred after the issuance of the financial report;
(7) Initiate or settle any litigation, arbitration or administrative proceedings;
(8) Take any action that may lead to the failure to meet any delivery preconditions stipulated in the transaction documents according to reasonable expectations, and take other actions that may bring real or potential adverse effects to the transactions under the transaction documents (including but not limited to making the statements or guarantees contained in this Agreement inaccurate or incorrect in any material respect);
(9) Transfer the book cash of the target company through various means;
(10) Make any arrangement, commitment or agreement on any of the above matters.
Transitional obligations. Provided that Walmart has paid all undisputed Charges that are due upon termination of this Agreement for any reason other than termination by Symbotic pursuant to Section 15.6 (Termination by Symbotic for Walmart Material Breach) for Walmart’s non-payment of undisputed Charges, Symbotic shall:
(i) except to the extent set forth in Section 15.10 (In-Progress Work), promptly cease all Services as of the effective date of termination of this Agreement, or if applicable a Project SOW or non-Project SOW, and as soon as practicable after the effective date of termination vacate, and cause all Symbotic Personnel to vacate, all applicable Sites, and leave all applicable Sites in a safe, clean and orderly condition;
(ii) at Walmart’s request and at Walmart’s reasonable expense, cooperate fully with Walmart and any Third Party providing services to Walmart in order to achieve a smooth transition from Symbotic to Walmart or a Walmart Third Party provider; and
(iii) except to the extent set forth in Section 15.10 (In-Progress Work), as soon as practicable following the effective date of termination of this Agreement or any Project SOW or non-Project SOW, remove from the Sites all property of Symbotic. For the avoidance of doubt, Walmart shall own all Equipment and materials for which it has paid. If Symbotic has not removed its property within sixty (60) days after any notice from Walmart requiring it to do so, Walmart may (without being responsible for any loss, damage, costs or expenses) remove and sell any such property and will hold any proceeds less all costs incurred by Walmart in connection therewith, to the credit of any amount owing to Symbotic and otherwise to the credit and direction of Symbotic.
Transitional obligations. During the Implementation Period:
(a) PRIME must perform its obligations in a manner which minimises any disruption to the Customer’s business; and
(b) if PRIME anticipates that any part of the Customer’s Systems might not be available for use by the Customer as reasonably required by the Customer, then PRIME must provide reasonable notice to the Customer prior to that unavailability.
Transitional obligations. In the event of the termination of this Agreement, Advisor shall cooperate with Operator in transferring its services to a new Advisor identified by Operator or to Operator. Advisor agrees to work cooperatively with the new Advisor or Operator until all responsibilities are effectively transferred. Upon termination and to the extent not in the possession of the MA Business, Advisor shall provide to the MA Business copies or originals of all books and records relating to the operation of the MA Business. Such documents, records and information shall be timely provided upon receipt of a written request and shall be provided in a form that is reasonably useable and acceptable. In the event that any such books and records are in computer useable form, Advisor shall provide Operator and the new Advisor with reasonable access to such information including, without limitation, a copy of the electronic records of the MA Business in the Advisor's possession.
Transitional obligations. (a) EverQ Sales and Marketing Staff. EverQ shall use its best efforts to hire as soon as possible an appropriately capable professional to lead EverQ’s sales and marketing activities. Evergreen shall reasonably cooperate or assume the lead (if requested) in identifying candidates for EverQ’s sales and marketing department. Evergreen shall reasonably cooperate in training EverQ’s sales and marketing team on order management tools needed to perform the sales and marketing function. Evergreen shall be reimbursed for the incurred costs directly associated with recruiting, hiring and training the EverQ sales and marketing staff pursuant to this Section 14(a).