Transition Managers Sample Clauses
The 'Transition Managers' clause designates individuals or entities responsible for overseeing and facilitating the smooth transfer of responsibilities, assets, or operations during a change in service providers or organizational restructuring. Typically, this clause outlines the scope of authority, duties, and expectations for transition managers, such as coordinating timelines, managing communications, and ensuring continuity of service. Its core practical function is to minimize disruption and ensure accountability during transitional periods, thereby reducing operational risks and maintaining business continuity.
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: ▇▇▇▇ ▇▇▇▇▇▇▇ (Operations) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (IT) For Vivint: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ 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: M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ For SpinCo: F▇▇▇ ▇▇▇▇ 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. Each Party shall appoint at least one (1) individual to act as the primary point of managerial contact for the administration and operation of this Agreement, as follows:
(i) ADI SpinCo shall appoint at least one (1) individual as the primary point of managerial contact pursuant to this Section 7.03(b)(i) (each, a “ADI Transition Manager”) who shall have overall responsibility for managing, on behalf of ADI SpinCo, all activities undertaken by ADI SpinCo and its Providers, Affiliates and Representatives hereunder, including the performance of ADI SpinCo’s obligations hereunder, receiving and approving requests from the ADI Service Coordinator(s) (including additional services, terminations and reductions in scope), attending to escalated disputes from the Service Coordinators with the Resideo Transition Manager(s) and liaising with the Separation Management Committee. ▇▇▇ ▇▇▇▇▇▇ may change the ADI Transition Manager(s) from time to time upon written notice to ▇▇▇▇▇▇▇. ADI SpinCo shall use commercially reasonable efforts to provide at least thirty (30) days’ prior written notice to Resideo of any such change.
(ii) Resideo shall appoint at least one (1) individual as the primary point of managerial contact pursuant to this Section 7.03(b)(ii) (each, a “Resideo Transition Manager” and each of the ADI Transition Manager(s) and the Resideo Transition Manager(s), a “Transition Manager”) who shall have overall responsibility for managing, on behalf of Resideo, all activities undertaken by Resideo and its Providers, Affiliates and Representatives hereunder, including the performance of ▇▇▇▇▇▇▇’s obligations hereunder, receiving and approving requests from the Resideo Service Coordinator(s) (including additional services, terminations and reductions in scope), attending to escalated disputes from the Service Coordinators with the ADI Transition Manager(s) and liaising with the Separation Management Committee. Resideo may change the Resideo Transition Manager(s) from time to time upon written notice to ▇▇▇ ▇▇▇▇▇▇. Resideo shall use commercially reasonable efforts to provide at least thirty (30) days’ prior written notice of any such change.
(iii) The Resideo Transition Manager(s) and ADI Transition Manager(s) shall meet either via telephone or video conference or as otherwise agreed between Resideo Transition Manager(s) and ADI Transition Manager(s) at least monthly to review Resideo’s and ADI SpinCo’s provision of the Services as required under this Agreement.
(iv)...
Transition Managers. The ▇▇▇▇▇▇ team has appointed an individual Transition manager who will be responsible for overseeing the Transition Plan responsibilities, activities, and tasks.
2.1.1 Transition Managers a) [*]
Transition Managers. 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. Throughout the Term, each Party shall maintain a designated point person responsible for overseeing, and communicating with the other Party with respect to, the performance of the Transition Services (each a “Transition Manager”). The Transition Managers shall have knowledge of their respective Party’s operations and shall be charged with, among other tasks, helping to resolve disputes and other issues raised by either Party with respect to the Transition Services. As of the Termination Effective Date, the Transition Manager for Immunomedics is , and the Transition Manager for Everest is .
Transition Managers. 5.1.1 Each party shall nominate a transition manager (each a “Transition Manager”, and together the “Transition Managers”).
5.1.2 The Transition Managers shall be the point of contact for all questions and issues relating to the Services.
5.1.3 Each party shall be entitled to change its Transition Manager at any time on giving at least two Business Days’ prior written notice to the other party.
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. Supplier shall designate an individual who shall be responsible for managing and implementing the Transition Services (the “Supplier Transition Director”), as well as individuals for each of the agreed upon LS&Co.’s facilities and functions affected by the transition (“Individual Transition Managers”) who shall be responsible for managing and implementing the Transition Services specific to such facilities and functions. Unless otherwise expressly specified in the Transition Plan, there shall be no charges for the Transition Services other than the Transition Charges. Until the completion of the applicable Transition Services, the Supplier Transition Director and each Individual Transition Manager shall review with the LS&Co. Governance Executive the status of the Transition Services as requested by the LS&Co. Governance Executive.
Transition Managers. During the Term, each Party will appoint one (1) of its employees (each, a “Transition Manager”) to have overall responsibility for managing and coordinating the delivery or receipt of the Services and who will serve as such Party’s representative on the Transition Committee (as defined below) with the power to bind such Party. The Transition Managers may appoint additional personnel to oversee day-to-day matters relating to certain functional matters. The Transition Managers will meet on a monthly basis (unless otherwise mutually agreed) at a transition committee level (the “Transition Committee”) during the Term. The Transition Committee will oversee the implementation and application of this Agreement and the overall coordination of the Services and will attempt to resolve any dispute between the Parties relating thereto. If any dispute between the Parties cannot be resolved within fifteen (15) days after being referred to the Transition Committee, such dispute shall be presented to the senior officers of each Party who have decision-making authority with respect to such dispute for an additional resolution period of fifteen (15) days. If, after such additional resolution period, the senior officers of each Party are unable to resolve the dispute, the Parties may then pursue any remedies available at law. Notwithstanding the foregoing, no Party shall be restricted from pursuing equitable remedies at any time with respect to any dispute with the other Party. Each of the Parties will have the right to change its Transition Manager from time to time by notifying the other Party of such change. All Transition Committee decisions that are binding on the Parties must be in writing and executed by both Transition Managers.