System Migration Sample Clauses

System Migration. The Parties acknowledge the transitional nature of the Services. Each Party shall use commercially reasonable efforts to cooperate with and assist the other Party in connection with the transition from the performance of the Services by Provider and the other Rendering Parties to the performance of the Services by Recipient or its designee (in any event prior to the expiration or termination of this Agreement), using commercially reasonable efforts to minimize both the cost of such transition and the disruption to the ongoing business activities of the parties.
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System Migration. Seller agrees to use its commercially reasonable efforts to assist Buyer in connection with the transition from the performance of the Transition Services by Seller to the performance of such services by Buyer (including the migration of Buyer’s systems and other services related to the transfer of a function rather than the ongoing performance of such function) (collectively, the “Migration Services”), taking into account the need to minimize both the cost of such transition and the disruption to the ongoing business activities of the Parties hereto. It is the intention of the Parties that Seller transfer to Buyer and provide reasonable information to Buyer relating to the design, configuration, system start-up and hardware and software set-up currently used by the Transferred Business; provided, that Seller will not provide recommendations or advice with respect to any design, configuration, system start-up or hardware or software set-up in relation to the Transferred Business or otherwise. The Parties shall keep each other reasonably informed on a regular basis of the status of the performance of Transition Services, the Transition Services that will be required and the timing thereof and the estimated dates for termination of such Transition Services. The Parties shall communicate by telephone, e-mail and other forms of communication to have an open working relationship to support the Transition Services and smooth the transition of the Transition Services to Buyer independently. The Parties shall work together to shorten, to the extent reasonably practicable, the period of migration and thereby the Term of this Agreement.
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System Migration. The Company agrees to use its reasonable efforts to end its use of the Services as soon as reasonably possible before the expiration of the Term. Without limiting the foregoing, the Providers agree to provide only two data transfers to the Company and reasonable information and service support directly related thereto (the “Service Support”); provided, that the Providers will not transfer nor provide information or service support with respect to any design, configuration, system start-up or hardware or software set-up in relation to the Transferred Business or otherwise; provided, further, the Company, in accordance with Section 3.1 hereof, shall pay to the Providers for such Service Support the amount specified under “Service Support” in Exhibit A hereto.
Sample 1
System Migration. Taking into account the need to minimize both the cost of such transition and the disruption to the ongoing business activities of the parties hereto, the Buyer shall use all commercially reasonable efforts to replace the Services with non-NFC systems as soon as is reasonably practicable and in any event (except with respect to Services for which the parties have agreed to extend the term pursuant to Section 3.2) prior to the Expiration Dates for such Services, and NFC shall give the Buyer and the Company Group all reasonable assistance in connection with such migration. The parties hereto acknowledge that the foregoing may include the provision of services reasonably requested by the Buying Group or the Company Group in connection with the transition of the Company Group to non-NFC systems, including but not limited to migration of historical data, migration-specific enhancements and cooperation with and assistance to third party consultants engaged by the Buying Group or the Company Group in connection with the foregoing.
Sample 1
System Migration. As of the February 2nd, 2014, a new row is added to page A-64 in Appendix 1.01-A of the Agreement at the end of the “IT Services” Section as follows: IT Service Costs – System Migration For a period of three (3) years, beginning on October 31, 2013, SHMC shall use Good Faith efforts to provide appropriate IT and related services (including people, access to systems and data/information migration, testing, verification, integration, and similar services) on a time and materials basis to assist SHO in its desire to successfully migrate within the time frames set forth in each SHO Migration Plan (as defined below) from SHMC systems, infrastructure, and managed services (“System Migration Services”) to: (1) SHO’s systems and infrastructure and/or (2) systems, infrastructure and managed services provided to SHO by third parties. SHO shall be responsible for creating a detailed migration plan for each such SHMC system, infrastructure and managed service used by SHO (each a “SHO Migration Plan”) and for managing each such migration. The parties will, by December 31, 2014 use Good Faith efforts to mutually agree on the final migration date for each SHO Migration Plan. SHO will provide each SHO Migration Plan to SHMC for its review and comment. SHO will, in Good Faith, take into account SHMC’s comments in finalizing each SHO Migration Plan.
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System Migration. The parties hereto agree to use their reasonable good faith efforts to cooperate with and assist each other in connection with the transition from the performance of the Services by Mark XX xx the performance of such services by Gulton, taking into account the need to minimize both the cost of such transition and the disruption to the ongoing business activities of the parties hereto. The parties hereto acknowledge that the foregoing may include the provision of services requested by Gulton in connection with its transition to non-Mark XX xxxtems, including but not limited to migration of historical data, migration-specific enhancements and cooperation with and assistance to third party consultants engaged by Gulton in connection with the foregoing.
Sample 1
System Migration. Seller agrees to use its commercially reasonable efforts to assist Buyer in connection with the transition from the performance of the Transition Services by Seller to the performance of such services by Buyer (including the migration of Buyer’s systems and other services related to the transfer of a function rather than the ongoing performance of such function), taking into account the need to minimize both the cost of such transition and the disruption to the ongoing business activities of the Parties hereto. It is the intention of the Parties that Seller transfer to Buyer and provide reasonable information to Buyer relating to the design, configuration, system start-up and hardware and software set-up currently used by the Transferred Business. The Parties shall keep each other reasonably informed on a regular basis of the status of the performance of Transition Services, the Transition Services that will be required and the timing thereof and the estimated dates for termination of such Transition Services. The Parties shall communicate, as and when applicable, by telephone, e-mail and other forms of communication to have an open working relationship to support the Transition Services and smooth the transition of the Transition Services to Buyer independently. The Parties shall use their commercially reasonable efforts to shorten, to the extent reasonably practicable, the period of migration and thereby the Term.
Sample 1
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System Migration. The Parties shall use commercially reasonable efforts to cooperate with and assist each other in connection with the transition from the performance of the Services by Seller to the performance of the Services by Buyer or Buyer’s designee (in any event prior to the expiration or termination of this Agreement), taking into account the need to minimize both the cost of such transition and the disruption to the ongoing business activities of the Parties. The Parties acknowledge that the foregoing may include, among other things, the provision by Seller of additional services requested by Buyer in connection with the transition, including migration of historical data, transfer of knowledge, implementation of migration-specific enhancements and cooperation with and assistance to third party consultants engaged by Buyer in connection with the transition. Seller shall provide such services subject to the cost allocation in the Performance Exhibit.
Sample 1
System Migration. (a) Project Co shall migrate all applicable Systems in accordance with the Migration Plan described in Section 9.4.3 [Migration Plan] of this Schedule.
Sample 1

Related to System Migration

  • Migration MCK shall provide all requisite assistance as is reasonably requested by NewCo in order to migrate the Services from MCK’s personnel, facilities and environment to NewCo’s (or its designee’s) personnel, facilities and environment, provided, that, other than as expressly set forth in the Service Schedule, NewCo shall be responsible for all third-party costs incurred by MCK and its Affiliates to migrate such Services and, provided further, that, NewCo shall be responsible for all costs associated with operational decisions made by NewCo for its set-up costs and costs to procure items (e.g., selection of Customer Relationship Management software). For the avoidance of doubt, NewCo will be responsible for migration to any new NewCo Data Center, including design, implementation and testing. MCK will provide reasonable support in such efforts. MCK will provide to NewCo an electronic copy in the then-current format of all data that is owned by NewCo (a) a written description of processes and procedures used by MCK in connection with the provision of Services to the Core MTS Business to the extent such descriptions exist, (b) a written description of all system documentation, architecture diagrams and business process diagrams for the systems, processes and controls used in the Core MTS Business to the extent such descriptions exist and (c) written training and onboarding materials used in the Core MTS Business to the extent such materials exist. In addition, MCK will, upon NewCo’s reasonable request, make available knowledgeable MCK personnel for knowledge transfer and discussion at a mutually agreed upon time with respect to the Services and the processes, procedures and systems used in the provision of the Services. The parties will meet in person to establish, within two (2) weeks following the Closing Date, a planning process for the migration of the Services from MCK’s personnel, facilities and environment to NewCo’s (or its designee’s) personnel, facilities and environment. During such meetings, the parties will identify workstreams and workstream leaders, staff project teams for each workstream, identify roles and responsibilities for project team members and create a project charter that will serve collectively as the basis for developing more detailed timelines and specific deliverables for each of the workstreams. At a minimum, there will be a workstream for each functional area that is the subject of Schedules. Each workstream will report to the Project Managers. The parties will meet (in person or by telephone) as often as is reasonably necessary to develop such detailed timelines and specific deliverables for each workstream.

  • DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM (a) Notwithstanding the provisions of Section 2.4 of the Deposit Agreement, the parties acknowledge that DTC’s Direct Registration System (“DRS”) and Profile Modification System (“Profile”) apply to the American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC that facilitates interchange between registered holding of uncertificated securities and holding of security entitlements in those securities through DTC and a DTC participant. Profile is a required feature of DRS that allows a DTC participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register that transfer.

  • Interconnection 2.1.10 Startup Testing and Commissioning

  • Site Lands or areas indicated in the Contract Documents as being furnished by the Owner upon which the Work is to be performed, including rights-of-way and easements for access thereto, and such other lands furnished by the Owner that are designated for the use of the Contractor. Also referred to as Project Site, Job Site and Premises.

  • Training a. The employer, in consultation with the local, shall be responsible for developing and implementing an ongoing harassment and sexual harassment awareness program for all employees. Where a program currently exists and meets the criteria listed in this agreement, such a program shall be deemed to satisfy the provisions of this article. This awareness program shall initially be for all employees and shall be scheduled at least once annually for all new employees to attend.

  • Sprinkler System If there now is or shall be installed in the Building a "sprinkler system", and such system or any of its appliances shall be damaged or injured or not in proper working order by reason of any act or omission of Tenant, Tenant's agents, servants, employees, licensees or visitors, Tenant shall forthwith restore the same to good working condition at its own expense; and if the New York Board of Fire Underwriters or the New York Fire Insurance Rating Organization or any bureau, department or official of the state or city government, shall require or recommend that any changes, modifications, alterations or additional sprinkler heads or other equipment be made or supplied by reason of Tenant's business, or the location of the partitions, trade fixtures, or other contents of the Premises, Tenant shall, at Tenant's expense, promptly make and supply such changes, modifications, alterations, additional sprinkler heads or other equipment.

  • Infrastructure (a) The Borrower has and will maintain a sufficient infrastructure to conduct its business as presently conducted and as contemplated to be conducted following its execution of this Agreement.

  • Customer Relationships The Executive understands and acknowledges that the Company has expended significant resources over many years to identify, develop, and maintain its clients. The Executive additionally acknowledges that the Company’s clients have had continuous and long-standing relationships with the Company and that, as a result of these close, long-term relationships, the Company possesses significant knowledge of and confidential information about its clients and their needs. Finally, the Executive acknowledges the Executive’s association and contact with these clients is derived solely from Executive’s employment with the Company. The Executive further acknowledges that the Company does business throughout the United States and that the Executive personally has significant contact with the Company’s clients and customers solely as a result of Executive’s relationship with the Company.

  • Network PHARMACY is a retail, mail order or specialty pharmacy that has a contract to accept our pharmacy allowance for prescription drugs and diabetic equipment or supplies covered under this plan. NETWORK PROVIDER is a provider that has entered into a contract with us or other Blue Cross and Blue Shield plans. For pediatric dental care services, network provider is a dentist that has entered into a contract with us or participates in the Dental Coast to Coast Network. For pediatric vision hardware services, a network provider is a provider that has entered into a contract with EyeMed, our vision care service manager.

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