Transition Activities Clause Samples

Transition Activities. Continuity of service is critical when service under this Contract ends and service commences under a new contract. Accordingly, when service will continue through another provider upon the expiration or earlier termination of this Contract, the Provider shall, without additional compensation, complete all actions necessary to smoothly transition service to the new provider. This includes but is not limited to the transfer of relevant data and files, as well as property funded or provided pursuant to this Contract. The Provider shall be required to support an orderly transition to the next provider no later than the expiration or earlier termination of this Contract and shall support the requirements for transition as specified in a Department-approved Transition Plan, which shall be developed jointly with the new provider in consultation with the Department.

Transition Activities. When services that are the subject of the Contract continue through another provider, or the Department, after the End Date, the Provider shall, without additional compensation, complete all actions necessary to smoothly transition service to the new provider, or the Department. This includes the transfer of relevant data and files, as well as property funded or provided pursuant to this Contract. The Provider shall be required to support an orderly transition to the next provider, or the Department, no later than the End Date and shall support the requirements for transition specified in a Department- approved Transition Plan, which the Provider shall develop in consultation with the Department.

Transition Activities. Secular Program The Program offered by the Provider shall comply with all federal, state and local laws and regulations regarding the secular nature of programs receiving public funding. It is understood that violation of this provision shall be deemed a breach of this Agreement and shall be the basis for immediate termination pursuant to Section XI of this Agreement.

Transition Activities. Secular Program The Program offered by the Provider shall comply with all federal, state and local laws and regulations regarding the secular nature of programs receiving public funding. It is understood that violation of this provision shall be deemed a breach of this Agreement and shall be the basis for immediate termination pursuant to Section XI of this Agreement. Free Provision of Program The Provider shall not charge parents or families of children in the program any registration or other fees to participate in the Program, if the children are eligible for the program, free of charge. The Provider shall not require parents or families of children to participate in wrap-around services in order to be eligible for enrollment in the Program. Director Qualifications The Provider shall have a director meeting the qualifications set forth in the Manual of Requirements for Child Care Centers (N.J.A.C. 3A:52 et seq.) and the Elements of High- Quality Preschool Programs (N.J.A.C. 6A:13A et seq.). The director shall be responsible for the development and implementation of the overall program and shall work on a full-time basis and will be on-site at the child care center unless his/her presence is required at a District, DOE, or DCF function. The director shall not serve in any other position including, but not limited to, instructional staff member or family worker, during the same hours as he/she is serving in the capacity of center director. If the director is required to be off-site for a required District, DOE, or DCF function, he/she shall assign an on-site designee, pursuant the Manual of Requirements for Childcare Centers, N.J.A.C. 3A:52 et seq. The designee shall not be a classroom teacher or teacher assistant. Staff Qualifications The Provider’s staff shall have the following qualifications:

Transition Activities. After delivery or receipt by the Executive of any notice of termination, and for a reasonable period following any termination of this Agreement (to include any period for which the Executive has been provided Base Salary as a severance benefit), the Executive will fully cooperate with the Company in all matters relating to the winding up of the Executive’s pending work and the orderly transfer of any such pending work to such other employees as may be designated by the Company.

Transition Activities. (a) The Parties wish to provide a mechanism to ensure that, assuming the Licensed Product is available to patients as of the reversion date, patients who were being treated with the Licensed Product prior to such termination or who desire access to the Licensed Product can continue to have access to such Licensed Product while the regulatory and commercial responsibilities for the Licensed Product are transitioned from DSE to Esperion. As such, Esperion may request DSE to perform transition activities that are necessary or useful to (1) transition DSE’s Commercialization activities (if any) to Esperion to minimize disruption to sales, (2) provide patients with continued access to the applicable Licensed Products (if applicable), (3) enable Esperion (or Esperion’s designee) to assume and execute the responsibilities under all Regulatory Approvals and ongoing Clinical Studies for the applicable Licensed Product, and (4) ensure long-term continuity of supply for the Licensed Product (collectively, the “Transition Activities”), but no longer than [***] year following the effective date of termination. (b) Esperion may elect to have DSE perform the applicable Transition Activities by providing written notice to DSE no later than [***] days following the effective date of the termination. If Esperion requests Transition Activities, the Parties will mutually agree upon a transition plan for DSE to perform the applicable Transition Activities including delivery and transition dates. In addition, the Parties will establish a transition committee consisting of at least each Party’s Alliance Managers, and up to [***] additional representatives from each Party who are from other relevant functional groups to facilitate a smooth transition. While DSE is providing applicable Transition Activities, DSE and Esperion will agree on talking points and a communication plan to customers, specialty pharmacies, physicians, regulatory authorities, patient advocacy groups, and clinical study investigators, in each case only if applicable at the time of reversion, and DSE will make all such communications to such applicable entities in accordance with the mutually agreed talking points. (c) [***] Esperion will own all revenue derived from the Licensed Product after the termination date and DSE will remit all such revenues to Esperion no later than the [***] day following the end of the month in which such revenue was received.

Transition Activities. Continuity of service is critical when service under this contract ends, and service commences under a new contract. Accordingly, when service shall continue through another provider upon the expiration or earlier termination of this contract, the Network Service Provider shall complete all actions necessary to smoothly transition service to the new provider. This includes but is not limited to the transfer of relevant data and files, as well as property funded or provided pursuant to this Contract. The Network Service Provider shall be required to support an orderly transition to the next provider no later than the expiration or earlier termination of this contract and shall support the requirements for transition as specified in the Managing Entity approved Transition Plan, which shall be developed jointly with the new provider in consultation with the Managing Entity. Such activities shall be without additional compensation and shall include consultation on the resources needed to support transition, identifying a transition manager, the characteristics of transactions, data and file transfer. Requirements for the Transition Plan are further described in Attachment I hereto.

Transition Activities. At the Closing, the Parties shall enter into a Transition Services Agreement, to be effective immediately on the Closing Date, providing for the services specified therein pursuant to which Seller shall perform certain transitional services for Purchaser in accordance with the terms thereof.

Transition Activities. In all cases involving the transition of the manufacture of Products to a third-party supplier (regardless of the Party that initiates such transition), (i) at the Customer’s request, NXP will provide a written notice to the foundry in possession of the masks used to produce the relevant Products, informing such foundry that the Customer is the owner of such masks and authorizing the foundry to place such masks at the Customer’s disposal; (ii) at the Customer’s request, NXP will transfer to the Customer (or to a third-party supplier designated by the Customer), and authorize the Customer or third-party supplier to use, all of the items identified in Annex M (the “Manufacturing Materials”) related to such Products; and (iii) NXP will otherwise provide reasonable assistance and cooperation in such transition at the Customer’s expense, including by assigning a transfer program manager to facilitate the activities described in this section.