Migration Process Sample Clauses
The Migration Process clause defines the procedures and responsibilities involved in transferring data, systems, or services from one environment or provider to another. It typically outlines the steps to be followed, the timeline for migration, and the roles of each party during the transition, such as providing necessary access or ensuring data integrity. This clause ensures a smooth and coordinated migration, minimizing disruptions and clarifying expectations to prevent disputes or operational issues during the changeover.
Migration Process. (a) After (i) the exchange of executed Closing Deliverables, and (ii) Escrow Agent’s written confirmation of receipt of the Closing Cash, the process to transfer the Acquired Assets to Buyer will commence (“Migration Process”).
(b) The parties agree to work together in good faith and provide their best efforts to transfer the Acquired Assets to Buyer, which process shall include (i) the provision from Seller to Buyer of all codes, passwords and logins necessary for operation of the Business, (ii) transfer to Buyer of the Contracts (or obtaining new, substantially similar versions of such Contracts with Buyer as a party), (iii) transfer of Seller’s accounts listed on Schedule 1.1(h), and (iv) transfer of Domain Name and Website to Buyer as the new registrant.
(c) The Migration Process will be deemed complete upon Buyer providing written confirmation to Seller that it has, in its reasonable discretion, sufficient control of all of the Acquired Assets and no Material Adverse Effect has occurred in connection with the Acquired Assets or the Business during such transfer.
(d) Upon completion of the Migration Process, the Escrow Agent shall promptly release the Net Closing Cash to Seller.
(e) Notwithstanding anything contained herein to the contrary, in the event the Migration Process is not completed within four (4) weeks from the commencement of the Closing, Buyer or Seller may execute a termination of this Agreement, all Acquired Assets will be returned to Seller’s control/custody, ▇▇▇▇▇▇ Agent will return all monies held by it to Buyer (or to the parties whom Buyer directs) and the Closing will deemed to have not occurred and the parties will have no further responsibilities to each other. In the event Seller disputes such termination, the Purchase Price shall remain in escrow until the Escrow Agent receives (i) joint written instructions from Buyer and Seller as to how to disburse all monies held by the Escrow Agent or (ii) a non-appealable order from a court of competent jurisdiction directing how all monies held by the Escrow Agent are to be disbursed, at which time the Escrow Agent shall act in accordance with such joint written instructions or order, as applicable.
Migration Process. (a) Subsequent to the Effective Date of this Agreement and Buyer paying the One-Time Payment to Broker, the process to transfer the Assets to the Buyer will begin (“Migration Process”). The Parties understand and agree that the Migration Process typically takes 2 to 8 weeks to complete, but could take substantially longer. The Parties acknowledge and agree that Broker cannot guarantee a specific time-frame to complete the Migration Process;
(b) The Migration Process is complete when the Buyer or the Broker, in its sole discretion and in good faith, determines that a sufficient portion of the Assets have been transferred to Buyer such that Buyer can fairly assess the associated revenue during the Inspection Period (“Completed Migration”). It is possible that some portion of the Assets will continue to be transferred to Buyer after the Completed Migration.
(c) Broker may cancel any Migration Period and sale if either the Seller or the Buyer has breached a term of this Agreement, including but not limited to representations regarding the Assets’ financial information, performance information, work required to operate the Assets, or other information important to the Asset, as determined in the Broker’s sole and absolute discretion. If Broker determines such a cancellation is required, Broker will cancel the sale, the Asset will be returned to Seller, and the Purchase Price will be returned to Buyer. The Parties agree to cooperate to complete these actions;
(d) Either Party’s failure to complete the Migration Process after execution of this Agreement is a material breach of the Agreement; and,
(e) The Parties agree to provide Broker all necessary information upon request to facilitate the Migration Process.
Migration Process. After (a) the exchange of executed Closing Deliverables, and (b) the Escrow Agent’s written confirmation of receipt of the Closing Cash, the process to transfer the Acquired Assets to the Buyer will commence (“Migration Process”). The parties agree to work together in good faith and provide their best efforts to transfer the Websites, WP Suite, Software and other Acquired Assets to the Buyer, which process shall include:
(i) the provision from the Seller to the Buyer of all codes, passwords and logins necessary for operation of the Business,
(ii) transfer of recurring billing for subscriptions of the Business,
(iii) transfer of the Seller’s accounts listed on Schedule 1.1,
(iv) and transfer of access to the Website’s administration software. The Migration Process will be deemed completed upon the Buyer providing written confirmation to the Seller that the Buyer has, in its discretion, sufficient control of all of the Acquired Assets and no Material Adverse Effect has occurred in connection with the Acquired Assets or the Business during such transfer. Upon completion of the Migration Process, the Escrow Agent shall promptly release the Closing Cash to the Seller.
Migration Process. 3.1 The Parties will undertake the following steps in relation to the ordering, testing and acceptance of a Connection: