Transition Team Sample Clauses
The Transition Team clause establishes a designated group responsible for managing and overseeing the transfer of responsibilities, knowledge, or operations from one party to another, typically during the conclusion or handover phase of a contract. This team may include representatives from both parties and is tasked with coordinating activities such as training, documentation handover, and ensuring continuity of service. Its core function is to facilitate a smooth and organized transition, minimizing disruptions and ensuring that all contractual obligations are properly fulfilled during the changeover period.
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Transition Team. Promptly following the date hereof, and until the Closing, the Seller shall designate a team of appropriate personnel (a “Transition Team”) to assist the Buyer in connection with the Buyer’s efforts to implement the purchase of the Purchased Assets by Buyer and the operation of the Transferred Business by the Buyer after the Closing. The Seller shall cause the Transition Team to (x) meet with the Buyer and its representatives during regular business hours at such times as the Buyer or its representatives may reasonably request and (y) provide such information and reasonable assistance to the Buyer and its representatives as the Buyer and its representatives may reasonably request in connection with the foregoing, including with respect to:
(a) planning and implementing all steps necessary for the efficient purchase of the Purchased Assets by the Buyer and the operation of the Transferred Business by the Buyer after the Closing;
(b) planning and implementing efficient processes with respect to information technology necessary for the efficient operation of the Transferred Business by the Buyer after the Closing;
(c) the Buyer hiring necessary personnel for operation of the Transferred Business following the Closing;
(d) Buyer obtaining policies or binders of insurance covering the Transferred Business effective as of the Closing; and
(e) such other transition matters as the Buyer may reasonably request. The Buyer agrees, on behalf of itself and its Affiliates, representatives, agents, and any other Persons acting on behalf the Buyer, to coordinate all requests for information (including without limitation requests for information under Section 7.15 of this Agreement), from and after the date hereof, through one or more members of the Transition Team.
Transition Team. The parties agree to create a transition team when a new principal is appointed at a school. The President of the Broward Teachers Union shall appoint one (1) member of the team. The Transition Team will assist in the transition of a new principal so that there is an easy and efficient change of leadership while the school continues to work toward its goal and objectives as specified in the School Improvement Plan.
Transition Team. (a) Within fifteen (15) days following the date of this Agreement, the Seller shall deliver to the Purchaser a list of Representatives to be appointed to a joint transition team. The Purchaser will appoint its Representatives to such team within fifteen (15) days after receipt of the Seller’s list. Such joint transition team will be responsible for preparing, as soon as reasonably practicable after the date of this Agreement, and timely implementing, a transition plan that will identify and describe substantially all of the various transition activities that the Parties will cause to occur before the Closing, specifically including the extraction of the Data from the Seller’s systems. In addition, the Seller shall keep the joint transition team updated on material matters relating to the operation of the Business.
(b) In addition to and in no way limiting Section 5.14(a), the Parties shall, as promptly as practicable following the execution of this Agreement, agree to the scope and duration of the services to be provided by the Seller and/or its Affiliates to the Purchaser and/or its Affiliates necessary to ensure a consistent level of services to the customers of the Business following Closing, which services shall be provided at reasonable rates (which rates shall not exceed 100% of the Seller’s, or its Affiliate’s, cost of providing such services) as allocated in accordance with the methodologies used for such allocations by the Seller and its Affiliates in accordance with past practice, and in accordance with the terms and conditions to be set forth in a Transition Services Agreement (such agreement, the “Transition Services Agreement”), the form and substance of which shall be reasonably satisfactory to the Purchaser and the Seller.
(c) If the Closing does not occur prior to January 1, 2021, then the joint transition team shall develop, subject to the reasonable approval of the Purchaser and the Seller, a capital expenditure plan for the Business for the 2021 calendar year; provided, that if the Purchaser and the Seller cannot agree on such 2021 capital expenditure plan, then the Capital Expenditures Budget shall remain in place for the 2021 calendar year, subject to revisions and increases to the Capital Expenditure Budget required or necessary in the Ordinary Course of Business.
Transition Team. Promptly following execution of this Agreement, the parties shall establish a transition planning team (the “Transition Team”) comprised of an equal number of Representatives of Purchaser and Company. Subject to applicable Law, the Transition Team shall be responsible for facilitating a transition and integration planning process to facilitate the successful combination of the operations of Purchaser and Company. Subject to applicable Law, the Transition Team shall be responsible for developing, and monitoring the development of, and deliverables due under, an action plan for the combination of the businesses. This Section 5.9 shall not constitute a covenant or agreement for purposes of Section 6.2(b) or Section 6.3(b).
Transition Team. FNB and United shall create a transition team comprised of staff and representatives of United and staff and representatives of FNB (the “Transition Team”). The purpose of the Transition Team shall be to provide detailed guidance to FNB in fulfilling and consummating the Merger, to maintain open lines of communication between United and FNB, and to handle customer inquiries regarding the Merger. The Transition Team shall meet as necessary until the Effective Time. Members of the Transition Team shall receive no separate compensation for such service.
Transition Team. Following the execution of this Agreement, the Parties shall create a transition team with representatives of Buyer and Parent and shall request the participation of representatives of Colt to participate in the same. Each of the Parent, Buyer and, to the extent of its participation, Colt will appoint a transition coordinator. Each coordinator will be responsible for ensuring that the appropriate resources from their organization will be available to participate in meetings. The transition team shall:
a. Identify activities that should be subject to the Transition Services Agreement including activities currently performed by third party providers.
b. Identify assets in the Retained Subsidiaries or the PLG Subsidiaries that should be in the other entity.
c. Identify all IT licenses, including license agreements, etc.
d. Identify licenses that should be assigned to the Retained Subsidiaries or the PLG Subsidiaries or which may need to be shared or a substitute license obtained.
e. Identify leases that should be assigned or sublet in whole or in part to the Retained Subsidiaries or the PLG Subsidiaries.
f. Identify employees employed by the Retained Subsidiaries or the PLG Subsidiaries that, because they have performed functions for the other business should be employed by the other business.
g. Identify data used by the Retained Subsidiaries or the PLG Subsidiaries that is physically or logically located at the other business’s site.
h. Identify the trademarks, copyrights, domain names and patents used by the Retained Subsidiaries or the PLG Subsidiaries.
Transition Team. The Transition Team as defined in the ProComp Agreement.
Transition Team. The Transition team may include any/all of the following from the receiving school: ESE director, principal, mainstream classroom teacher, speech language pathologist, audiologist, teacher of the hearing impaired, psychologist. The team may also include the following staff from ▇▇▇▇▇▇ Jacksonville: Director, educational staff, speech language pathologists, parents.
Transition Team. Within five (5) days following the Second Amendment Effective Date, Pfizer and Protalix shall each appoint a person (each a “Transition Manager” and together, the “Transition Team”) to facilitate a smooth transition of the Commercialization of the Drug Substance or Licensed Product from Protalix to Pfizer (or a Third Party designated by Pfizer) in Israel and from Pfizer to Protalix (or a Third Party designated by Protalix) in Brazil, and to implement the Transition Plan (as defined below). Each party shall notify the other party in writing of the identity and contact information for their respective Transition Manager, which shall be the primary contact for each party with respect to the transition and the Transition Plan and all activities thereunder. For [***] following the Second Amendment Effective Date (the “Transition Period”), the Transition Managers shall meet (in person, by teleconference, video-conference or other reasonable means, in each case as mutually agreed upon by the Transition Managers) as reasonably necessary, but not less frequently than a weekly basis, as mutually agreed upon by the Transition Managers to facilitate the implementation of the Transition Plan. In the event that the Transition Plan has not been implemented within [***] following the Second Amendment Effective Date, the parties shall mutually agree in good faith on a new Transition Period, and following such agreement the term Transition Period shall refer to such new period as so agreed upon by the parties.
Transition Team. The Transition Manager shall use its commercially reasonable efforts to assist any Replacement Manager's transition team with respect to the transition of the Project Services and shall monitor the completion of the transition plan. The Manager shall (i) make available to the Transition Manager and any Replacement Manager's transition team or any of their respective duly authorized representatives, attorneys or auditors, copies of the contracts, leases and any other documents relating to the Projects, at such times as the Transition Manager or the Replacement Manager's transition team shall reasonably request which does not unreasonably interfere with the Manager's normal operations or customer or employee relations, (ii) enable such persons to examine and make copies of and abstracts from all records in the possession or under the control of the Manager relating to the Projects and (iii) enable such persons to visit the offices and properties of the Manager (during regular business hours and upon reasonable notice in advance thereof) for the purpose of examining such materials, and to discuss matters relating to the Manager's and/or the Company's financial condition, the performance of the Company or the Manager under any of the Transaction Documents to which it is a party, with any of the officers of the Manager or the Company having knowledge of such matters. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.