SYSTEMS TRANSFER Clause Samples

SYSTEMS TRANSFER. During the time period between the signing of this Agreement by the Parties and the Closing, the Parties will develop a mutually acceptable post Closing operation plan substantially in the form of Exhibit D hereto (the "Systems Transfer Plan") to transfer the processing of chargebacks, government rebates, returns (including the processing of customer credits), obligations under Customer Contracts, customer service functions, and regulatory reporting functions from AHP to Horizon and Know-How necessary to enable Horizon to use, market, distribute and sell Product in the Territory. Such plan shall be reduced to writing by Horizon and approved by both Parties and shall be implemented by the Parties as soon as practicable after the Closing.
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SYSTEMS TRANSFER. End User shall have the right to transfer Products to End User’s compatible, upgraded, or successor computers, with identical Operating Systems and/or Servers as set forth on a ratified Order, at no additional cost to End User.
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SYSTEMS TRANSFER. During the time period between the signing of this Agreement by the Parties and the Closing, the Parties will develop a mutually acceptable post Closing operation plan to transfer the processing of chargebacks, government and managed care rebates, returns (including the processing of customer credits), the management of services provided by Third Party vendors and/or contractors, and customer service functions from AHPC to KV. Such plan shall be reduced to writing and approved by both Parties not later than one week prior to the Closing and shall be implemented by the Parties as soon as practicable after the Closing Date.
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SYSTEMS TRANSFER. The Company acknowledges that the Services may require the Servicer to use computer systems and software which are subject to proprietary licensing and confidentiality agreements. A list of such computer systems and software is set forth on SCHEDULE 3.2 (the "SYSTEMS"). The Servicer and the Company agree to use their respective commercially reasonable efforts to obtain all consents and licenses with respect to the software owned by each of them respectively, necessary or desirable for the Servicer to perform the Services or other obligations hereunder; provided, that the Company pays the commercially reasonable expense of obtaining any such consents and licenses. In connection with the Services and the transfer or conversion of the Insurance Policies data from such Systems, the Company agrees to sign the nondisclosure agreements with the Servicer's licensors listed on SCHEDULE 3.2, if any, which are necessary to transfer data to the Company during or at the end of the Transition Period.
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SYSTEMS TRANSFER. The Company and the Servicer acknowledge that the Services may require the Servicer to use computer systems and software that are subject to proprietary licensing and confidentiality agreements. A list of such 123 computer systems and software is set forth on Schedule B (the "Systems"). Each of the Servicer and the Company agrees to use commercially reasonable efforts to obtain all consents, licenses and approvals with respect to its Systems that are necessary or desirable for the Servicer to perform the Services or other obligations hereunder; provided that the Company shall pay any expense, including the Servicer's internal expenses, involved in obtaining or attempting to obtain any such consents and licenses. The Company shall also pay any expense, Taxes, fines, penalties or damages incurred by the Servicer as a result of any inadvertent failure by the Company to obtain necessary consents or licenses. In connection with the Services and the transfer or conversion of the Insurance Policies data from any such Systems, the Company agrees to enter into nondisclosure agreements with the Servicer's licensors listed on Schedule B, if any, that are necessary to transfer data to the Company during or at the end of the Transition Period. The Servicer makes no representation as to the accuracy or adequacy of its Systems.
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SYSTEMS TRANSFER. Seller and Buyer agree to abide by the systems transfer plan set forth as Exhibit E (the "Systems Transfer Plan") to transfer --------- the processing of chargebacks, government rebates, returns (including the processing of customer credits), obligations under Customer Contracts, pharmacovigilance, customer service functions, and regulatory reporting functions from Seller to Buyer necessary to enable Buyer to use, market, distribute and sell Products in the Territory. Such plan shall be implemented by the Parties as soon as practicable after the Closing.
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SYSTEMS TRANSFER. Licensee shall have the right to transfer Products to Licensee's compatible, upgraded, or successor computers, operating systems and/or servers at no additional cost to Licensee.
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Related to SYSTEMS TRANSFER

  • Materials Transfer In order to facilitate the Development activities contemplated by this Agreement, either Party may provide to the other Party certain biological materials or chemical compounds Controlled by the supplying Party (collectively, “Materials”) for use by the other Party in furtherance of such Development activities. Except as otherwise provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in furtherance of the Development activities conducted in accordance with this Agreement, will not be used or delivered to or for the benefit of any Third Party, except for subcontractors, without the prior written consent of the supplying Party, and will be used in compliance with all Applicable Laws. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

  • Electronic Funds Transfer Upon reinstatement by ▇▇▇▇▇▇▇▇, this Security Instrument and obligations secured hereby shall remain fully effective as if no acceleration had occurred. However, this right to reinstate shall not apply in the case of acceleration under Section 18.

  • Stop Transfer The Securities are restricted securities as of the date of this Agreement. Neither the Company nor any of its Subsidiaries will issue any stop transfer order or other order impeding the sale and delivery of any of the Securities at such time as the Securities are registered for public sale or an exemption from registration is available, except as required by state and federal securities laws.

  • Electronic Funds Transfer (EFT) The recipient/cooperator shall designate a financial institution or an authorized payment agent through which a federal payment may be made in accordance with US Treasury Regulations, Money and Finance at ▇▇ ▇▇▇ ▇▇▇, which requires that federal payments are to be made by EFT to the maximum extent possible. A waiver may be requested and payments received by check by certifying in writing that one of the following situations apply: 1. The payment recipient does not have an account at a financial institution. 2. EFT creates a financial hardship because direct deposit will cost the payment recipient more than receiving a check. 3. The payment recipient has a physical or mental disability, or a geographic, language, or literacy barrier. In order to receive EFT payments the recipient/cooperator shall register in the System for Award Management (▇▇▇). You may register by going to ▇▇▇.▇▇▇.gov and following the instructions provided online. For assistance, contact the ▇▇▇ User Help by contacting the supporting Federal Service Desk at (▇▇▇)▇▇▇-▇▇▇▇ or ▇▇▇.▇▇▇.▇▇▇ .

  • Funds Transfer The Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. The Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, (ii) require use of a bank unacceptable to the Administrative Agent or any Lender or prohibited by any Governmental Authority, (iii) cause the Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline or (iv) otherwise cause the Administrative Agent or any Lender to violate any Applicable Law or regulation.