Migration Plan Clause Samples
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Migration Plan. Within forty-five (45) Business Days of the Distribution Time (or such other time as agreed between the Parties in writing), the Service Coordinators shall agree on a plan for the migration of the Services to, and performance of the Services by, SpinCo or an alternative third-party supplier of the Services following the end of each Service Period, including as it relates to the transfer or conversion of the SpinCo Business’ data from Service Provider’s IT Systems (the “Migration Plan”). Service Provider shall perform any tasks allocated to it in the Migration Plan; provided that, subject to any allocation of costs set forth on Schedule A, as between the Parties, (a) SpinCo bear all costs of all “stand up” activities (i.e., activities that are necessary for SpinCo to be able to migrate from the Services, including the procurement, implementation and configuration of SpinCo IT Systems, the migration and integration of SpinCo Business data that is extracted from Service Provider’s IT Systems into SpinCo’s IT Systems and the procurement of any necessary software licenses) and (b) Service Provider shall bear all costs of extracting the SpinCo Business’ data from Service Provider’s IT Systems and otherwise separating and segregating data, information and systems to be delivered to SpinCo in connection with the migration of Services from Service Provider.
Migration Plan. The Provider will as soon as reasonably practicable:
7.2.1 implement the plan referred to in Section 7.1; and
7.2.2 provide the Recipient with all information, documentation, Recipient software, Recipient Data, Recipient equipment and hardware and any work or records which are material to Recipient’s business. The Provider will also provide all other assistance reasonably required by the Recipient.
Migration Plan. 9 2.1.2 Assumptions and Further Development.....................10 2.1.3
Migration Plan. The plan for the migration of Services from 2seventy to bluebird will be as set forth in the applicable Transition Service Schedules (collectively, the “Migration Plan”). During the Term, the Parties shall use commercially reasonable efforts to perform their respective obligations under the Migration Plan.
Migration Plan. The plan for the migration of Services from Ironwood to Cyclerion is set forth in Exhibit B hereunder (the “Migration Plan”). During the Term, the Parties (i) shall use commercially reasonable efforts to perform their respective obligations under the Migration Plan and (ii) may mutually amend or supplement the Migration Plan.
Migration Plan. As part of the Services, commencing on October 25, 1999, for the Vendor facility located in Los Angeles, California and continuing until no later than the Migration Completion Date, Vendor shall provide to AMEX the migration services (the "Migration Services") for transferring the remittance processing operations to the Vendor facilities located in Los Angeles, California (the "Vendor Service Location") in accordance with the Migration Plan mutually agreed upon by Vendor and AMEX and set forth in Exhibit D (the "Migration Plan"), including the performance of all functions and services within Vendor's control necessary to accomplish the migration to Vendor without causing a material disruption of AMEX's remittance processing operations. Vendor will notify AMEX immediately of any factors of which Vendor becomes aware which may cause a delay in the Migration Plan. Vendor shall consult with AMEX on a regular basis, at AMEX's request, to review the status of the migration until completion of the Migration Plan. Vendor shall be responsible for satisfying the testing and other criteria set forth in Exhibit D.
Migration Plan. Service Provider shall transition Participating Members from the [*****] to the [*****] in accordance with the Migration Plan attached hereto as Exhibit A (“Migration Plan”). Service Provider shall use [*****] efforts to provide a [*****] and [*****] transition, with [*****] [*****] of [*****] during the transition from the [*****], except as otherwise permitted under the Migration Plan. The Migration Plan shall not be amended without the consent of [*****], such consent not to be unreasonably withheld.
Migration Plan. 4 3.02 Extensions to the Migration Plan................................5 3.03
Migration Plan. The Parties will jointly develop a proposed migration plan for the Services (the “Migration Plan”). Unless otherwise mutually agreed, the Migration Plan will include: (a) a draft schedule of migration steps (which shall include data, skill and knowledge transfer to Buyer), (b) the timing of completion for each migration step, and (c) the responsibilities of Seller and Buyer and any third-party service provider, with the objective of completing the separation within the term of this TSA. Each Party will bear its own costs in connection with the creation of the Migration Plan. The Parties recognize that the Migration Plan will serve only as guidance on the Parties’ migration efforts and will not commit either Party to specific migration activities.
Migration Plan. Each Party acknowledges that the purpose of this Agreement is to provide the Services on an interim basis, until Recipient can perform the Services for itself, either through its own personnel or through Third Parties. Accordingly, at all times from and after the Effective Date, Recipient shall use reasonable efforts to make or obtain approvals, permits or licenses, implement any necessary systems, and take, or cause to be taken, any and all other actions necessary or advisable so as to render receipt of the Services from Provider no longer necessary. Recipient agrees that within one hundred eighty (180) days from the Effective Date (or an additional forty-five (45) days from such date if mutually agreed to in writing by the Parties), it shall provide to Provider, a written migration plan in substantially the form attached hereto as Exhibit H (a “Migration Plan”), to wind down Recipient’s receipt of the Services and develop its internal service capabilities or seek Third Party providers so as to render receipt of the Services. The Migration Plan shall include, among other things, the following with respect to the Services: (i) the phases of implementation, (ii) milestones, (iii) expected Provider involvement, (iv) service inter-dependency issues, and (v) contingencies. The cost and fees of Provider to facilitate Recipient’s migration is not included in the Service Fees in the SLAs, and Recipient shall be responsible for all costs associated with the creation of the Migration Plan and any implementation thereof. The respective Contract Managers and appropriate functional resources shall meet to discuss implementation of the Migration Plan and expected Provider involvement.