Planning and Implementation of Wind-down Sample Clauses

Planning and Implementation of Wind-down. The Parties shall plan, prepare for and implement a Wind-down for all or a portion of each Subscriber Portfolio selected by Subscriber (“Wind-down Plan”) which shall include: (i) a description of the Wind-down, Cardholder Accounts and operational responsibilities Subscriber intends to terminate or permit to expire; (ii) a schedule for implementing the Wind-down; (iii) a description of the respective roles and responsibilities of Subscriber and TSYS, including any required resources; and (iv) such other information and plans designed to cause the Wind-down to take place on schedule and without material disruption to Subscriber’s business. Each Wind-down Plan may be revised from time to time by mutual agreement of the Parties, which agreement shall not be unreasonably withheld. Notwithstanding any provision herein to the contrary, this Agreement shall continue [***] until the completion of any Wind-down, including, without limitation, the Parties’ obligations to continue to perform their respective responsibilities pursuant to Section 5.0 (Service Level Standards), [***], and Section 8.0 (Subscriber and TSYS Responsibilities).
Sample 1
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Planning and Implementation of Wind-down. The Parties shall plan, prepare for and implement a Wind-down for all or a portion of each Subscriber Portfolio selected by Subscriber (“Wind-down Plan”) which shall include: (i) a description of the Wind-down, Cardholder Accounts and operational responsibilities Subscriber intends to terminate or permit to expire; (ii) a schedule for implementing the Wind-down; (iii) a description of the respective roles and responsibilities of Subscriber and TSYS, including any required resources; and (iv) such other information and plans designed to cause * Confidential Treatment Requested. Subscriber Information Security Requirements Page 6 of 23 Confidential FINAL the Wind-down to take place on schedule and without material disruption to Subscriber’s business. Each Wind-down Plan may be revised from time to time by mutual agreement of the Parties, which agreement shall not be unreasonably withheld. Notwithstanding any provision herein to the contrary, this Agreement shall continue [*] until the completion of any Wind-down, including, without limitation, the Parties’ obligations to continue to perform their respective responsibilities pursuant to Section 5.0 (Service Level Standards), [*] ([*]), and Section 8.0 (Subscriber and TSYS Responsibilities).
Sample 1

Related to Planning and Implementation of Wind-down

  • Production of Witnesses; Records; Cooperation (a) After the Effective Time, except in the case of a Dispute between Parent and SpinCo, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

  • Assistance and Cooperation After the Closing Date, each of Seller and Purchaser shall:

  • Recognition of U.S. Special Resolution Regimes (i) In the event a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of this Agreement (and any interest and obligation in or under, and any property securing, this Agreement) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement (and any interest and obligation in or under, and any property securing, this Agreement) were governed by the laws of the United States or a State of the United States.

  • Investment Analysis and Implementation In carrying out its obligations under Section 1 hereof, the Advisor shall:

  • Implementation of Changes If Tenant: (i) approves in writing the cost or savings and the estimated extension in the time for completion of Landlord’s Work, if any, and (ii) deposits with Landlord any Excess TI Costs required in connection with such Change, Landlord shall cause the approved Change to be instituted. Notwithstanding any approval or disapproval by Tenant of any estimate of the delay caused by such proposed Change, the TI Architect’s determination of the amount of Tenant Delay in connection with such Change shall be final and binding on Landlord and Tenant.

  • Recognition of the U.S. Special Resolution Regimes (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

  • Implementation of Corrective Action Plan After the Corrective Action Plan is finalized, the Purchasers shall use reasonable best efforts to implement the finalized Corrective Action Plan on the timeline set forth therein and provide periodic reports (as provided for therein) to the Sellers on the status of their implementation of the Corrective Action Plan.

  • Transition Planning 28 4.5. Control of Other Party's Business . . . . . . . . . 28

  • Transitional Nature of Services; Changes The Parties acknowledge the transitional nature of the Services and agree that notwithstanding anything to the contrary herein, each Service Provider may make changes from time-to-time in the manner of performing the Services if such Service Provider is making similar changes in performing similar services for itself and/or its Affiliates; provided that Service Provider must provide Service Recipient with at least thirty (30) days prior written notice of such changes.

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