Access Prior to ECR Business IT Migration Sample Clauses

Access Prior to ECR Business IT Migration. Beginning on the date hereof, and concluding on the ECR Business IT Migration Date (or if applicable the Extended Migration Date) (each as defined below), as part of the Seller Corporate Services, Seller will provide Buyer, its Subsidiaries, the ECR Business and their respective personnel (“Buyer Personnel”) with appropriate, controlled, Seller approved access to Seller’s IT network. No Buyer Personnel nor personnel of Seller and its Subsidiaries (“Seller Personnel”) shall have access to any active directory trust and there will be no direct interconnectivity between Buyer and Seller’s networks except as set forth on EXHIBIT B or as otherwise specifically authorized by Seller in writing (such consent to not be unreasonably withheld, conditioned or delayed). No Buyer Personnel shall have privileged or administrator account access on Seller’s IT network unless specifically agreed upon by Buyer and Seller and authorized by Seller in writing and access rights to the enterprise resource planning system will be provisioned based upon job function once approved by the Buyer and Seller, and Buyer shall pay the additional costs per user to provision such access; provided that all such individuals granted access have previously executed written agreements to comply with (1) Seller’s security and confidentiality policies and (2) a policy regarding parameters for access to Seller’s IT network, such policies having been made available to all such individuals for review concurrently with the execution of such agreements. Prior to the ECR Business IT Migration Date (or if applicable the Extended Migration Date), Buyer will use commercially reasonable efforts to ensure that Buyer Personnel access and use Seller’s IT network solely to access ECR applications in connection with Services covered under this Agreement, which access shall be in compliance with Seller’s security and confidentiality policies and a policy regarding parameters for access to Seller’s IT network. Prior to the ECR Business IT Migration Date (or if applicable the Extended Migration Date), Seller will use commercially reasonable efforts to ensure that Seller Personnel access and use Seller’s IT network in compliance with Seller’s security and confidentiality policies and a policy regarding parameters for access to Seller’s IT network.
Sample 1
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Related to Access Prior to ECR Business IT Migration

  • Conduct of Business Prior to the Closing From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

  • Conduct of Business Prior to Closing Except as otherwise expressly required or contemplated by this Agreement or applicable Law, or with the prior written consent of the Investor, between the date of this Agreement and the Closing, the Company shall, and the Company shall cause each Company Subsidiary to:

  • Access to Property Borrower shall permit agents, representatives and employees of Lender to inspect the Property or any part thereof at reasonable hours upon reasonable advance notice.

  • Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;

  • Disaster Recovery and Business Continuity Company has developed and implemented a contingency planning program to evaluate the effect of significant events that may adversely affect the customers, assets, or employees of Company and Company Bank. To Company’s Knowledge, such program ensures that Company can recover its mission critical functions, and complies in all material respects with the requirements of the FFIEC and the FDIC.

  • Know-How Necessary for the Business The Intellectual Property Rights are all those necessary for the operation of the Company’s businesses as it is currently conducted or as represented, in writing, to the Purchasers to be conducted. The Company is the owner of all right, title, and interest in and to each of the Intellectual Property Rights, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use all of the Intellectual Property Rights. To the Company’s knowledge, no employee of the Company has entered into any contract that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than of the Company.

  • Sub-Advisor Compliance Policies and Procedures The Sub-Advisor shall promptly provide the Trust CCO with copies of: (i) the Sub-Advisor’s policies and procedures for compliance by the Sub-Advisor with the Federal Securities Laws (together, the “Sub-Advisor Compliance Procedures”), and (ii) any material changes to the Sub-Advisor Compliance Procedures. The Sub-Advisor shall cooperate fully with the Trust CCO so as to facilitate the Trust CCO’s performance of the Trust CCO’s responsibilities under Rule 38a-1 to review, evaluate and report to the Trust’s Board of Trustees on the operation of the Sub-Advisor Compliance Procedures, and shall promptly report to the Trust CCO any Material Compliance Matter arising under the Sub-Advisor Compliance Procedures involving the Sub-Advisor Assets. The Sub-Advisor shall provide to the Trust CCO: (i) quarterly reports confirming the Sub-Advisor’s compliance with the Sub-Advisor Compliance Procedures in managing the Sub-Advisor Assets, and (ii) certifications that there were no Material Compliance Matters involving the Sub-Advisor that arose under the Sub-Advisor Compliance Procedures that affected the Sub-Advisor Assets. At least annually, the Sub-Advisor shall provide a certification to the Trust CCO to the effect that the Sub-Advisor has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the Sub-Advisor with the Federal Securities Laws.

  • Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings (a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the properties of such Person at reasonable times and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants therefor.

  • Changes in Equipment, Systems, Etc USBFS reserves the right to make changes from time to time, as it deems advisable, relating to its systems, programs, rules, operating schedules and equipment, so long as such changes do not adversely affect the services provided to the Trust under this Agreement.

  • Access to Properties Subject to the rights of Tenants, Borrower shall permit agents, representatives and employees of Lender to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice.

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