Transition Rights Sample Clauses

Transition Rights. ‌ In the event Avancie terminates this Agreement pursuant to the terms of this Agreement, and provided Customer has paid all undisputed amounts then owing to Avancie (and is not in continuous breach of any obligations in any of Section 3 or Section 11), Avancie will provide to Customer up to three (3) months of access to Avancie’s Services at Avancie’s then current rates. At Customer’s request, Avancie may provide assistance services to Customer during this period in exporting Customer Data from Docurium. Those services beyond the scope of the Service are charged by Avancie to Customer and paid by Customer to Avancie at Avancie’s then current rates.
Sample 1
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Transition Rights. Upon a complete or partial termination of this Agreement and/or a Procurement Document for any reason, provided such termination results in the termination of Allegiance's right to use Products acquired thereunder, Allegiance shall have the option, for up to twelve (12) months (the "TRANSITION PERIOD"), to continue to use the applicable Product, or any portion thereof, for the purposes set forth herein. During such Transition Period, Lucent shall make available to Allegiance all Support and Maintenance Services and all other Services necessary for an orderly transition of the Product. If this Agreement and/or a Procurement Document is completely or partially terminated due to the occurrence of a Lucent Event of Default, the Services provided by Lucent during the Transition Period shall be provided at no cost. If this Agreement and/or a Procurement Document is completely or partially terminated due to the occurrence of an Allegiance Event of Default, the Services provided by Lucent during the Transition Period shall be provided at the Service Rates.
Sample 1
Transition Rights. 19 VI. INDEMNIFICATION................................................................................20 6.1 SHOWCO AND VARI-LITE OBLIGATION TO INDEMNIFY.................................20
Sample 1
Transition Rights. Showco hereby grants to Buyer an irrevocable right through and until the date that is thirty days after the Closing Date to the real property, and buildings thereon, located at 0000 Xxxxxxxxx Xxx, Xxxxxx, Xxxxx 00000 (the "Temporary Site"), for purposes of storing, having access to, and removing any assets of Clearsho located at or on the Temporary Site, such access and removal to take place during normal business hours. Buyer shall, during such thirty (30) day period, have exclusive control over access to and from the Temporary Site. Buyer shall be liable to Showco, and to other Persons, for any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs and expenses (including attorneys' fees and expenses), in each case, arising out of, relating to or in connection with, or caused by, directly or indirectly, actions taken by Buyer in the exercise of its rights under this Section 5.7, or Buyer's wilful misconduct or negligence except to the extent caused by Showco's wilful misconduct or negligence with respect to the Temporary Site, in which case Showco shall be liable to Buyer.
Sample 1
Transition Rights. Upon a complete or partial termination (including expiration) of this Agreement (including any Service Addendum or Statement of Work) for any reason, MetroPCS shall have the right, for the period of time specified in the applicable Service Addendum or Statement of Work (which period shall be *** if not otherwise specified in the applicable Service Addendum or Statement of Work) (such period, the “Transition Period”) to receive the Services and all other Services reasonably necessary and appropriate to allow MetroPCS to effectuate an orderly transition to other replacement services; provided, however, that if Supplier completely or partially terminates this Agreement (including any Service Addendum or Statement of Work) following a Section 5.2(c) Event of Default, as conditions to such rights, MetroPCS must: (a) cure any payment default(s); (b) pay *** for ongoing Services (unless otherwise agreed by the parties, the amount *** will be equal to *** ; and (c) as applicable, pay *** (in accordance with the terms set forth in Article 3) any invoiced amounts *** , or receive a credit *** . Promptly following the conclusion of the Transition Period under the applicable Service Addendum, the parties shall *** during the Transition Period, and Supplier promptly shall *** , or MetroPCS shall *** in accordance with the terms set forth in Article 3. Unless specified otherwise in the applicable Service Addendum or Statement of Work, the Services provided by Supplier (through its Affiliates) during the Transition Period shall be provided at the then-applicable rates under the Agreement.
Sample 1
Transition Rights. Upon a termination of this Agreement for any reason, MetroPCS shall have the right, for up to *** (the “Transition Period”): (a) to the extent that such termination results in the termination of MetroPCS’ right to use Products acquired thereunder or Software licensed thereunder, to continue using the applicable Products and Software, or any portion thereof, for the purposes set forth herein; and (b) to receive Support and Maintenance Services and all other Services reasonably necessary and appropriate to allow MetroPCS to effectuate an orderly transition to other products, software and services. If this Agreement is terminated due to the occurrence of a Supplier Event of Default, the Services provided by Supplier during the Transition Period shall be provided ***, except that Support and Maintenance Services shall be provided at ***; otherwise, the Services provided by Supplier during the Transition Period shall be provided at ***.
Sample 1
Transition Rights. Upon issuance of a termination notice, both parties shall execute in good faith a Deconversion Agreement as early as possible, as set forth in Schedule M, that shall detail the responsibilities of each party and any resulting fees charged to Prudential relative to the assistance needed or requested by Prudential, or any representative(s), agent(s) or vendor(s) specified by Prudential in any transition of the Services to Prudential or to another vendor. Such assistance shall be provided at a reasonable rate, not to exceed the Transition Assistance hourly rate as specified in Section N.2 of Schedule N (the "Transition Assistance Hourly Rate"), by First Express commencing on the issuance of a termination notice and for a period of time at least one hundred and eighty (180) days following the effective termination date of this Agreement. In the event that Prudential requires First Express to provide additional assistance to Prudential beyond such one hundred and eighty day (180) period, First Express shall continue to provide such assistance at a reasonable rate, not to exceed the Transition Assistance Hourly Rate. Any and all payments under this Section 5.3 shall be due and payable by Prudential within forty-five (45) days after Prudential receives from First Express a valid invoice detailing the specific tasks performed by First Express, the dates and hours of such performance, and the charges associated therewith, provided that such services have been performed to Prudential's reasonable satisfaction. Upon a termination notice of this Agreement, First Express and Prudential shall take all appropriate action required by the postal authorities to effect the transition of Post Office lock box locations from those maintained by First Express to Post Office locations identified by Prudential. The parties shall cooperate with one another and the postal authorities to provide for the termination of the Post Office lock box locations used by First Express and the transfer of Remittances to the lock box locations maintained by Prudential. Until the actual termination date of this Agreement (which includes the period for Deconversion and any extensions thereto) First Express shall continue to provide and support the services established pursuant in Schedule A subject to the terms and conditions of this Agreement First Express shall remain responsible for payment to Prudential of any adjustments or penalties as a result of the resolution of such inquiries.
Sample 1
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Transition Rights 
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Related to Transition Rights

  • Retention Rights This Agreement and the grant evidenced by this Agreement do not give you the right to be retained by the Company or any Affiliate in any capacity. Unless otherwise specified in an employment or other written agreement between the Company or any Affiliate and you, the Company or any Affiliate reserves the right to terminate your Service at any time and for any reason. Stockholder Rights You, or your estate or heirs, have no rights as a stockholder of the Company until the shares of Stock have been issued upon exercise of your Option and either a certificate evidencing your shares of Stock have been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends, distributions or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. Your Option will be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Clawback This Option is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you will reimburse the Company the amount of any payment in settlement of this Option earned or accrued during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated into the Agreement by reference. Certain capitalized terms used in the Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-solicitation and/or severance agreement between you and the Company or any Affiliate will supersede this Agreement with respect to its subject matter. Data Privacy To administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. Tax Consequences The Option is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, its Affiliates, the Board nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A and neither the Company, its Affiliates, the Board nor the Committee will have any liability to you for such tax or penalty. By signing the Agreement, you agree to all of the terms and conditions described above and in the Plan.

  • Termination Rights This Agreement may be terminated at any time prior to the Closing:

  • Information Rights So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder (a) promptly after mailing, copies of all notices or other written communications to the shareholders of the Company, (b) within ninety (90) days after the end of each fiscal year of the Company, the annual audited financial statements of the Company certified by independent public accountants of recognized standing and (c) within forty-five (45) days after the end of each of the first three quarters of each fiscal year, the Company's quarterly, unaudited financial statements.

  • Union Rights Section One. Employer representatives shall deal exclusively with Union designated stewards or representatives in the processing of grievances or any other aspect of contract administration.

  • Option Rights Except as provided below, the Option shall be valid for a term commencing on the Grant Date and ending 10 years after the Grant Date (the "EXPIRATION DATE").

  • Other Termination Rights This Agreement may be terminated at any time prior to the Closing by the applicable party if and to the extent permitted in Part V of Appendix B.

  • Visitation Rights At any reasonable time and from time to time, permit the Agent or any of the Lenders or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and any of its Significant Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Significant Subsidiaries with any of their officers or directors and with their independent certified public accountants.

  • Anti-Dilution Rights (a) If at any time after the date hereof the Company declares or authorizes any dividend (other than a cash dividend), stock split, reverse stock split, combination, exchange of Shares, or there occurs any recapitalization, reclassification (including any consolidation or merger), sale or acquisition of property or stock, reorganization or liquidation, or if the outstanding Shares are changed into the same or a different number of Shares of the same or another class or classes of stock of the Company, then the Company shall cause effective provision to be made so that the Holder shall, upon exercise of this Warrant following such event, be entitled to receive the number of shares of stock or other securities or the cash or property of the Company (or of the successor corporation or other entity resulting from any consolidation or merger) to which the Warrant Shares (and any other securities) deliverable upon the exercise of this Warrant would have been entitled if this Warrant had been exercised immediately prior to the earlier of (i) such event and (ii) the record date, if any, set for determining the stockholders entitled to participate in such event, and the Exercise Price shall be adjusted appropriately so that the aggregate amount payable by the Holder upon the full exercise of this Warrant remains the same. The Company shall not effect any recapitalization, reclassification (including any consolidation or merger) unless, upon the consummation thereof, the successor corporation or entity shall assume by written instrument the obligation to deliver to the Holder the shares of stock, securities, cash or property that the Holder shall be entitled to acquire in accordance with the foregoing provisions, which instrument shall contain provisions calculated to ensure for the Holder, to the greatest extent practicable, the benefits provided for in this Warrant.

  • Additional Termination Rights In addition to any right to terminate this Agreement under the provisions of this Section 16, either party shall have the further right to terminate this Agreement, upon delivery of written notice to the Agent, upon the occurrence of any of the following:

  • Inspection Rights Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

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