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.
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.
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.
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.
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.
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.
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.