Migration and Relaunch Sample Clauses

Migration and Relaunch. IV agrees to migrate and relaunch each of the Merchandise Sites detailed on Exhibit A to IV’s platform and incorporate them into the Network (but only in association with the Existing Sites to which they relate).The Merchandising Sites will be migrated and relaunched on IV’s platform such that upon relaunch the Merchandising Sites operate in a manner and scope substantially equivalent to that enjoyed prior to the migration to IV ( the “Migration Services”) (subject only to restrictions imposed by the current hosts of such sites with respect to the transfer of assets relating thereto and as a result, the necessity for IV to recreate features that cannot be migrated). IV and Hearst will use commercially diligent efforts to complete the Migration Services within ninety (90) days of the Effective Date of this Agreement (provided if any prior hosting agreement is not terminable within that time, the Migration Services will be completed within ninety (90) days from the date of termination of such agreement). Prior to relaunch, each of the Merchandise Sites will be subject to acceptance testing by Hearst as set forth at Exhibit X. Xxxxxx agrees to secure the cooperation of the current hosts of the Merchandise Sites in order to effect a timely, smooth transition to IV (or its designated third party vendor) so that the Merchandise Sites may continue to operate following termination from their existing hosts without interruption. Hearst will arrange for the current hosts of the Merchandise Sites to continue to host such Merchandise Sites until the date of their relaunch by IV. Hearst is responsible for securing, with the assistance of a project manager designated by IV, all assets of the Merchandise Sites (subject only to any limitations on availability imposed by the current hosts), including but not be limited to images, text, and data collected, for transfer to IV platform and Hearst is solely liable to pay any fees imposed by the current hosts of the Merchandise Sites for services rendered through and including the migration to IV provided, however, if migration and relaunch have not occurred by one hundred twenty (120) days following the Effective Date (or, if applicable , the date of termination of the prior hosting agreement) and such delay is the direct result of IV’s failure to perform the Migration Services, then in that event IV will be responsible for any further hosting and production fees of the Merchandise Sites (which Hearst represents shall not exce...
Sample 1
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Migration and Relaunch. IV agrees to migrate and relaunch each of the Websites to IV's platform in accordance with the schedule set forth at Exhibit A hereto. Until the Xxxxxxxxx.xxx and Xxxx.xxx Websites are relaunched, they will be supported by IV at IV's third party vendor's data center on their existing server platforms, and will continue to offer the same array of content, features, applications and interactivity as offered prior to the migration, provided however that Hearst has obtained and secured all rights necessary in order for IV to maintain the same array of content, features, applications and interactivity during the migration and relaunch to IV. Hearst agrees to secure the cooperation of the current host of Xxxxxxxxx.xxx and Xxxx.xxx in order to effect a timely, smooth transition to IV (or its third party vendor) so that the Websites may continue to operate following termination from existing host without interruption. Hearst will arrange for the current host of the CosmoGirl Website to continue to host such Website until the date of its relaunch by IV. Hearst is solely liable to pay any fees imposed by the current hosts of the Websites for services rendered through and including the migration to IV. Upon relaunch, the Websites will be supported by IV at IV's data center. It is understood and agreed that certain of the features of the Websites may be supported on platforms maintained by IV's third party vendors and that references herein to IV's platforms include the platforms of such third party vendors. Prior to relaunch, each of the Websites will be subject to acceptance testing by Hearst, as set forth at Exhibit A. The date of relaunch for each of the Websites is referred to as the "Relaunch Date".
Sample 1

Related to Migration and Relaunch

  • Termination and Release (i) This Guaranty shall automatically terminate on the Termination Date.

  • Cooperation and Records Retention Seller and Buyer shall (i) each provide the other with such assistance as may reasonably be requested by any of them in connection with the preparation of any return, audit, or other examination by any taxing authority or judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other with any records or other information that may be relevant to such return, audit or examination, proceeding or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding, or determination that affects any amount required to be shown on any tax return of the other for any period. Without limiting the generality of the foregoing, Buyer and Seller shall each retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all tax returns, supporting work schedules, and other records or information, in a timely manner, as and that may be relevant to such returns for all tax periods or portions thereof ending on or before the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party with a reasonable opportunity to review and copy the same.

  • Formation and Name Office; Purpose; Term

  • Organization and Related Matters Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Facilitation of Agreement I agree to execute promptly any proper oath or verify any proper document required to carry out the terms of this Agreement upon the Company’s written request to do so.

  • Resignation and Cooperation Upon termination of Executive’s employment, Executive shall be deemed to have resigned from all offices and directorships then held with the Company. Following any termination of employment, Executive shall cooperate with the Company in the winding up of pending work on behalf of the Company and the orderly transfer of work to other employees. Executive shall also cooperate with the Company in the defense of any action brought by any third party against the Company that relates to Executive’s employment by the Company.

  • Litigation and Regulatory Cooperation During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 7(f).

  • Litigation and Related Matters The commencement of, or any material development in, any action, suit, proceeding or investigation affecting the Borrower or any of its Subsidiaries or any of their respective properties before any arbitrator or Governmental Authority, (i) in which the amount involved that the Borrower reasonably determines is not covered by insurance or other indemnity arrangement is $50,000,000 or more, (ii) with respect to any Document or any material Indebtedness or preferred stock of the Borrower or any of its Subsidiaries or (iii) which, if determined adversely to the Borrower or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect.

  • Investigation and Prevention Transfer Agent shall reasonably assist Fund in investigating of any such unauthorized access and shall use commercially reasonable efforts to:

  • Indemnification and Release a. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally: (a) indemnify and hold harmless the Collateral Agent and the Creditor, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “Creditor Indemnitee”), from and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any Creditor Indemnitee in any investigation, litigation, suit or action arising out of or relating to (i) the release pursuant hereto of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf the Creditor), or (ii) the release of any of the LNG Parties from its respective liabilities under the Guaranty; provided, however, that the Parent and the Non-LNG Parties shall not be required to indemnify any Creditor Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such Creditor Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction; (b) agree to pay all costs and expenses in connection with the preparation, execution, delivery, filing and recording of this Release, Consent and Waiver, and the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Creditor; (c) agree to pay any and all stamp and other transfer or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees; and (d) release each Creditor Indemnitee from any duty, liability or obligation (if any) under the Notes or any other Existing Transaction Document in respect of the LNG Property and the release of the security interests therein pursuant hereto.

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