Transition Issues Clause Samples

Transition Issues. TERMINATION OF LEASE; ASSUMPTION OF CERTAIN OBLIGATIONS

Transition Issues. (a) Although title to the Assets, including the Transferred Software, shall pass to Buyer at the First Closing, Sellers shall continue to provide Buyer, Zone Trading, their respective Affiliates and (subject to Section 4.14) the Related Trading Group with access to the Gr8Trade System during the Transition Period, with no material diminution in services from those currently provided to Zone Trading and the Related Trading Group, on substantially the same basis as at present and at no increase in cost to Buyer, Zone Trading or the Related Trading Group except as may be expressly set forth herein. During the Transition Period, the pricing provisions (but not the exclusivity provisions) of Section 3.1 of the Execution Agreement, and the support provisions of Section 4.3 of each of the License Agreements, shall continue to apply. Without limiting the foregoing, during the Transition Period, Sellers shall provide (or continue to provide) to Buyer, Zone Trading and the Related Trading Group all resources for the operation of the Gr8Trade System and the use thereof by Buyer, Zone Trading and the Related Trading Group including equipment leases, software licenses, support, telecommunications lines, data feeds, order-entry facilities, utilities, hardware and software maintenance and repair, rent and parking for facility leases and any other matters set forth on Schedule 4.12(a). (b) During the Transition Period, Sellers shall (i) transfer that portion of the Assets (and any additional assets that Buyer and Sellers mutually agree upon) that Buyer designates in writing are to be transferred to one or more new locations in Austin, Texas to such location(s) in accordance with the obligations and requirements set forth in Schedule 4.12(b) attached hereto, and (ii) transfer that portion of the Assets (and any additional assets that Buyer and Sellers mutually agree upon) that Buyer designates in writing are to be transferred to or retained at Sellers’ Harborside Financial Center in Jersey City, New Jersey (the “HFC Data Center”) to separate, segregated cabinets within the HFC Data Center in accordance with the Co-Location Agreement. Such transfers shall include the connection of market-data lines and order-entry lines and such other activities as may be described in (x) the Co-Location Agreement (with respect to the portions of the Assets (and any additional assets) to be located at the HFC Data Center), (y) Schedule 4.12(b) (with respect to the portions of the Assets (an...

Transition Issues. Warr▇▇ ▇▇▇▇▇▇▇ ▇▇▇ll return the Company car currently in his possession on or before the date that is fifteen (15) days after the Effective Date, and the Company shall maintain the existing automobile insurance coverage on such car until such date. Warr▇▇ ▇▇▇▇▇▇▇ ▇▇▇ll have the right to purchase (i) the cellular phone he currently uses, (ii) the personal computer currently in his office, and (iii) the personal computer, printer, fax machine and cellular phone currently used by his executive assistant, each for a purchase price equal to the depreciated value of such equipment; provided, however, that all Company-related information shall be deleted from the two personal computers before they are sold to Warr▇▇ ▇▇▇▇▇▇▇.

Transition Issues. TERMINATION OF LEASE;

Transition Issues. LETTERS OF AGREEMENT

Transition Issues. The Contractor acknowledges that prior to the effective date of this contract; if applicable, the Contractor shall provide reasonable opportunity for affected stagehand employees to have first opportunity for re-employment. This should include a discussion of issues related to the transition of their employment from their current employer to the Contractor, such as company human resource policies and procedures, the application process, payment dates, employee benefits, key contacts for HR personnel, and safety training policies and procedures. The Contractor shall provide written public notice to affected stagehands, advising them of the transition and the change in payroll and employment administration. All stagehand work on or after the effective date shall be paid for pursuant to this agreement. The Contractor is not obligated or liable for stagehand payment or performance pursuant to this agreement prior to the effective date, or for workers’ compensation claims or any other claims or liabilities relating to stagehand payment or performance pursuant to this agreement that accrue prior to the effective date.

Transition Issues a. Between the Agreement Date and the Termination Date (the “Transition”), Employee will report to the Board of Directors of the Company or its designee (the “Board”). Employee agrees to perform agreed upon duties as assigned by the Board, and assist and cooperate with the Board during the Transition, as requested by the Board. Such duties may include but are not limited to assisting in (1) the search for a replacement CEO; (2) the transition of responsibilities to the next CEO and/or an interim individual performing the CEO function, to the extent one is chosen and begins employment prior to the Termination Date; (3) continued development of strategy, budgets and planning for 2008 operations; and (4) customer, investor and public relations. b. During the Transition, Employee shall serve the Company faithfully and to the best of his ability. Except as approved in writing by the Board, which approval shall not be unreasonably withheld, Employee shall devote his full business and professional time, energy and diligence to the performance of his duties. c. During the Transition, Employee shall receive the same compensation and benefits to which he is entitled under the Employment Agreement. d. It is understood and agreed that, subsequent to December 31, 2007, Employee shall not be required to sign as an officer of the Company any documents or representations for which he may be held personally liable, including but not limited to any 10k, quarterly or 204 filings, Company checks or insurance certificates,

Transition Issues. Shareholder shall continue to provide to Purchaser hardware and software for Accounts Payable , General Ledger, PP&E and Payroll processing for

Transition Issues. 5- 6.1 Type 1 Interconnection., .......................................................................... -5- 6. 2 Reverse Billing ..................................................................................... [INTENTIONALLY LEFT BLANK] ...................................................................