Transition Managers. In order to facilitate the general intent and the terms of this TSA, each of the Parties has designated the individual(s) below as transition manager (each, a “Transition Manager”) to coordinate and manage the Services under this TSA and to serve as the principal contact in connection with the Services: For Vivint Solar: Xxxx Xxxxxxx (Operations) Xxxxx Xxxxxxxx (IT) For Vivint: Xxxxx Xxxxxxx Xxxx Xxxxxxxx The Transition Managers must meet at least on a monthly basis or as otherwise determined by the Transition Managers.
Transition Managers. In order to facilitate the general intent and the terms of this Agreement, Transferor and SpinCo have designated the individual opposite such Party below as transition manager (each, a “Transition Manager”) to coordinate and manage the Services hereunder and to serve as the principal contact in connection with the Services: For Transferor: Mxxxxxxx Xxxxxxx For SpinCo: Fxxx Xxxx The Transition Managers will meet as they determine to be necessary and desirable. The responsibilities of such Transition Managers include coordination of the Services, ensuring the execution of the tasks set forth in the Transition Service Schedules and resolving any conflicts to the best of their abilities prior to escalation of any conflicts within their respective organizations.
Transition Managers. The Xxxxxx team has appointed an individual Transition manager who will be responsible for overseeing the Transition Plan responsibilities, activities, and tasks.
Transition Managers. The Service Provider shall appoint suitably qualified “Transition Managers”, provided that the Customer has a right to veto the Service Provider’s proposed appointment in accordance with clause 15 (Personnel) of the Agreement. The Transition Managers shall also manage the provision of Committed Transformation. While certain individual Transition Managers may be designated “Committed Transformation Managers”, references to Transition Managers in this Schedule shall be deemed to include any individual appointed as a Committed Transformation Manager, albeit such individuals shall also comply with all obligations identified herein as applying to Transformation Managers. The Transition Managers shall:
Transition Managers. In order to facilitate the general intent and the terms of this Agreement, each of the parties has designated the individual opposite such party below as transition manager to coordinate and manage the Transition Services hereunder and to serve as the principal contact in connection with the Transition Services. The responsibilities of such transition managers include, without limitation, the planning of Transition Services, coordination of the transition and related separation and set-up issues, ensuring the execution of the tasks included within the scope of Transition Services, and the review and delivery of periodic transition progress reports to be provided to the other party. Furthermore, in the event a dispute arises regarding the interpretation or execution of this Agreement, the transition managers will negotiate in good faith and attempt to resolve such dispute. If the transition managers are unable to resolve such dispute within two weeks, then the parties shall refer such dispute to an executive of each of Buyer and Seller. If such executives are unable to resolve such dispute within two weeks, then (and only then) either party may pursue any legally available remedy. Each party may change the designation of its transition manager upon receipt of written notice to the other party. For Seller: Xxxx Xxxxxxx c/o Sensata Technologies, Inc. 000 Xxxxxxxx Xxxxxx, XX B-55 Xxxxxxxxx, Xxxxxxxxxxxxx 00000 Telephone: 000-000-0000 Fax: 000-000-0000 For Buyer: Xxx Xxxxxxxxx Sensata Technologies, Inc. 000 Xxxxxxxx Xxxxxx, XX B-7 Xxxxxxxxx, Xxxxxxxxxxxxx 00000 Telephone: 000-000-0000 Fax: 000-000-0000
Transition Managers. Each Party shall appoint a senior representative who possesses a full understanding of the relevant operational, regulatory, commercial and legal issues to act as its Transition Manager (each, a “TM” or “Transition Manager”). The initial Transition Manager for each Party is set forth on Schedule 6.1. Any replacements or proxies for the foregoing persons shall be equivalently senior personnel. Each Party’s Transition Manager will be the primary contact with the other Party in connection with the ongoing, day-to-day implementation of this Agreement, the New Agreements and the Quality Agreements, and for obtaining any consents or approvals of the other Party required hereby. The TMs shall be responsible for: (a) seeking consensus (both internally, within his/her respective Party’s organization, as well as between the Parties) regarding key transition issues that arise under this Agreement, the New Agreements and the Quality Agreements; (b) identifying and raising issues to the PTC in a timely manner; (c) assisting the PTC co-chairs in setting appropriate meeting agendas, attending PTC meetings and preparing meeting minutes, as appropriate, in a format agreed upon with the PTC; and (d) in collaboration with the other TM, drafting and revising on a regular basis a monthly executive summary of the status of the transition hereunder, in a format agreed upon with the PTC, and providing such summary to the PTC.
Transition Managers. Each Party will designate a representative of such Party (who is suitably qualified and has the requisite authority) to act as its transition manager under this Agreement (each, a “Transition Manager”). Each Party will notify the other Party of its Transition Manager within [***] Business Days of the Closing Date and may replace its Transition Manager at any time upon prior written notice to the other Party. The Transition Managers will manage their respective Party’s internal activities and coordinate communication between the Parties for the activities contemplated by this Agreement (including all Exhibits hereto). The Transition Managers will (a) review, consider for modification, and if so agreed, modify any Exhibits hereto, in writing (including by electronic transmission such as email), during the term of this Agreement and (b) serve as the primary contact points for the resolution of any issues or potential disputes that may arise during the performance of this Agreement, with the intent of averting the escalation of such issues or potential disputes. The Transition Managers will meet at least monthly during the term of this Agreement in person or virtually in order to discuss the quality of the Services and the status of the transition and to manage open issues. These meetings may take place in person, by telephone, via a web-based meeting service, or otherwise as agreed by the Parties. For the avoidance of doubt, pursuant to the terms of this Agreement including its Exhibits, the Transition Managers may, on behalf of the respective Parties, agree in writing (including by electronic transmission such as email) in accordance with Section 2.13 to the provision and receipt of additional or extended Services for a Service Charge that may be different from the corresponding Service Charge set forth on Exhibit A1 (Services) hereto for the applicable Services during the applicable Transition Period. The Transition Managers may have additional responsibilities as mutually agreed to by the Parties.
Transition Managers. 4.1. Each party hereto will appoint and identify to the other one or more of its key management personnel who shall be available to convey any and all decisions and, with respect to Seller, to establish any and all policies and practices relating to the provision of the Services by Seller hereunder. Such persons shall work and cooperate with each other and assume overall responsibility for managing the transition of the Cellular Business. The initial appointments of Seller and Purchaser of such key management personnel are set forth on Exhibit "4.1" attached hereto. All notices required under Section 2.5 shall be delivered to such named transition manager.
Transition Managers. ATTACHMENT F.............................................Additional Terms and Conditions for Internet Connectivity
Transition Managers. 5.4.1. The Transition Managers will oversee the Parties’ interactions in between meetings of the Country Teams. The responsibilities of the Transition Managers shall consist of the following: (i) overseeing the Transition; (ii) directing and monitoring the implementation of the Transition Plan in accordance with their terms and this Agreement; (iii) encouraging and facilitating the co- operation and communication between the Parties on a day-to-day basis as it relates to this Agreement; (iv) resolving any issues that cannot be solved by the Country Teams; and (v) any other matters set forth to be within their remit under this Agreement. The Transition Managers will be the primary contact point between the Parties with respect to all matters arising during the Transition activities, and shall coordinate the Transition activities undertaken by the Parties, unless otherwise agreed herein. Each Party may replace its Transition Manager at any time upon giving no less ten (10) calendar days prior written notice to the other Party.
