Constraints and Assumptions Sample Clauses

Constraints and Assumptions. The Professional Services Fees for the Conversion Project contained in this PRDA are a good faith estimate of the effort required to complete the Conversion Project. If the quoted tasks are at risk of exceeding the specified fees, Fiserv will elevate the issue to the Client’s management for discussion and developing alternatives to contain the scope and fees to the agreed upon level. Three file cuts are included in the Professional Services Fees for the Conversion Project. The first file cut is for the initial testing, mapping, and internal verification. The second file cut is for a standard mock conversion/merge, data verification and card re-issuance purposes. The third file cut is for the live merger. In Fiserv’s discretion, multiple runs against each of the three test files will be done to verify and test the conversion. One full test run (consisting of 3 file cuts) is provided in the estimate. The Professional Services Fees for the Conversion Project are based on Client and CBK being on the same release levels of the application software. This estimate does not include conversion of the VRU application and related information residing on the InterVoice hardware. This estimate does include conversion of all VRU records residing on the CBK CBS Host system. Client will establish all new common file values on their production BNKPRD to support the CBK accounts. This must be completed at least one month prior to the data verification date outlined in the Project Plan. All ACH Common File and customers from CBK must be manually set up in the Client’s environment, however, ACH transactions contained within CBK’s ACH warehouse will be merged with Client’s ACH warehouse. Client’s data will remain with all of its original information and no specific data changes of Client’s data will be required, except that Fiserv will accommodate requests to data changes which, in Fiserv’s sole opinion, are reasonable under the base project. Such requests may necessitate the need to establish additional environments which may result in additional costs. The reserved merger date will be mutually agreed upon between Fiserv and Client prior to the project kick-off meeting, provided however, that in no event will it be earlier than five months from the date of signing this Amendment. The Client will provide, at Client’s expense, high-speed connection to Client’s system during the conversion to facilitate the processes, and communication between Client and Fiserv. Whenever possibl...
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Constraints and Assumptions. The City of Milpitas will switch to standard Cayenta Support after the Transition Support period as outlined in the Project Plan.
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Constraints and Assumptions. Constraints and Assumptions identify any deliberate or implied limitations or restrictions placed on the project along with any current or future environment the project must accommodate. These factors will influence many project decisions and strategies. The potential impact of each constraint or assumptions should be identified here.
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Constraints and Assumptions. All prices are quoted in US dollars.
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Constraints and Assumptions. Milpitas will provide a copy a snapshot of their PROD database for the creation of the QA environment in Vancouver.
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Constraints and Assumptions. Milpitas will conduct all End User training using in-house staff.
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Constraints and Assumptions. The basis for all the UNIVERUS deliverables during this phase will be from the UNIVERUS and CITY developed project methodology.. • All project resources will be in place by the end of this phase and will be dedicated for the duration of the project as defined by the Project Schedule. • Software installation will be completed in time to support the System Overview training following the Kick- off session. • From phase start to Kick-off is scheduled to occur within 2 months.
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Constraints and Assumptions. The City has the facilities and equipment necessary to effectively deliver end-user training. • The City trainer(s) will be included as members of the Core Team so that they can learn the Solution through Discovery, Custom Development and Testing to be well acquainted with the system prior to delivering the training to end users. • UNIVERUS will provide a Train-the-Trainer approach to complete the end-user Training. • UNIVERUS will support the City with the development of the end-user training plan. UNIVERUS will provide end-user training materials that can be modified by the City to meet the specific needs the configured and modified Solution. • The City is responsible for prerequisite education and training such as basic PC skills, MS Windows training, and/or fundamental business process knowledge of the business processes. • The City will modify, with guidance from UNIVERUS, the standard training plan and training materials to reflect the City’s specific business process activities that will performed in the Solution. • The City has the facilities and will provide the necessary logistics support for all training sessions, including: class schedules, meeting rooms, training rooms, material reproduction, overhead projectors, training workstations, and any other necessary training supplies. • The City will ensure end-user attendance at training. • End-user training will be the joint responsibility of the City and UNIVERUS with the City leading the training and UNIVERUS assisting. • UNIVERUS and the City will jointly develop the training plan for training specifically identified in this SOW or separately contracted for. • UNIVERUS and the City will jointly deliver the training to the end-users.
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Related to Constraints and Assumptions

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Definitions and Assumptions For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code, and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Section 280G(d)(4) of the Code; (iii) the term “Base Period Income” means an amount equal to Executive’s “annualized includible compensation for the base period” as defined in Section 280G(d)(1) of the Code; (iv) “Agreement Benefits” shall mean the payments and benefits to be paid or provided pursuant to this Agreement; (v) for purposes of the opinion of the National Advisor, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and Executive; and (vi) Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation, and state and local income taxes at the highest marginal rate of taxation in the state or locality of Executive’s domicile (determined in both cases in the calendar year in which the Date of Termination occurs or the notice described in Section 4.5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

  • Acceptance and Assumption Assignee hereby accepts the foregoing assignment and further hereby assumes and agrees to perform, from and after January 1, 2002, all duties, obligations and responsibilities of the property manager arising under the Agreement.

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • Assignment and Assumption of Contracts (a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s right, title and interest in, to and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof (the “Contracts”). (b) Purchaser hereby assumes all of the covenants, agreements, conditions and other terms and provisions stated in the Contracts which, under the terms of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing).

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Assignment and Assumption Consent Effective as of the First Amendment Effective Date, for agreed consideration, XXX hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment.

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • Assignment and Assumption of Lease The Assignment and Assumption ---------------------------------- of Lease;

  • Conveyancing and Assumption Instruments In connection with, and in furtherance of, the Transfers of Assets and the Assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, on or after the date hereof by the appropriate entities to the extent not executed prior to the date hereof, any Conveyancing and Assumption Instruments necessary to evidence the valid Transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its accepted Assets and the valid and effective Assumption by the applicable Party of its Assumed Liabilities for Transfers and Assumptions to be effected pursuant to Delaware Law or the Laws of one of the other states of the United States or, if not appropriate for a given Transfer or Assumption, and for Transfers or Assumptions to be effected pursuant to non-U.S. Laws, in such form as the Parties shall reasonably agree, including the Transfer of real property by mutually acceptable conveyance deeds as may be appropriate and in form and substance as may be required by the jurisdiction in which the real property is located. The Transfer of capital stock shall be effected by means of executed stock powers and notation on the stock record books of the corporation or other legal entities involved, or by such other means as may be required in any non-U.S. jurisdiction to Transfer title to stock and, only to the extent required by applicable Law, by notation on public registries.

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