Customer Transition a. At least 60 days prior to closing, CVEC will provide to PSNH sufficient data for PSNH to prepare its systems to receive CVEC customers including but not limited to service addresses, meter information, meter reading routes, circuit information, etc. The data to be transferred will be mutually agreed upon between CVEC and PSNH and described prior to closing in Exhibit 5.a. Such data will be transferred in a format and manner also to be described prior to closing in Exhibit 5.a.
b. On the closing date, CVEC will prepare a computer file in the format described in Exhibit 5.a that contains the specific customer data on all parties who are active CVEC customers. If a customer is enrolled in a CVEC program where PSNH offers an equivalent program, the file will contain sufficient information to allow PSNH to enroll the customer in the PSNH program on initiation of their PSNH account. Examples would be PSNH's Level Payment Program, the statewide Electric Assistance Program, LIHEAP, etc.
c. The CVEC customer meters will be read by PSNH (with assistance from CVPS if so requested) using CVPS-supplied hand-held meter reading recording devices on their regularly scheduled cycle meter read date after closing. Such hand- held meter reading recording devices shall be supplied by CVPS for such purpose at no charge to PSNH, and shall be returned, in good working condition, to CVPS as soon as commercially reasonable following use as contemplated herein. CVEC will prorate the difference between the meter reading obtained after the closing and the customer's prior meter reading based solely on the number of days during the reading period that occurred before and after the closing date. CVEC will on a daily basis transfer to PSNH in a format and method to be mutually agreed upon, the prorated meter reading which CVEC calculated attributable to the closing date and the reading obtained on the cycle read date. For customers with demand billing, CVEC and PSNH agree to use best efforts to obtain actual meter readings as of the day of closing. At least the 100 largest demand customers will be read on the closing date. For CVEC accounts that have interval metering, CVEC will transfer the detailed 15 minute interval data recorded on or after the closing date to PSNH for use in preparing the PSNH billing for the period after the closing date. CVEC will use the prorated meter reading difference attributable to the period prior to the closing to prepare a final bill for the customer. ...
Customer Transition. Both GMC and IGI will use commercially reasonable efforts to implement a smooth transition of operations to GMC with the intent that any customers who acquire any Exclusive Software or Nonexclusive Software (including any subsequent derivations thereof) either before or after the Closing Date will experience as little disruption or delay in supply, support or service as is reasonably practicable; provided, however, that (a) in the absence of willful misconduct or gross negligence on IGI's part, no claim shall be made by GMC with respect to IGI's alleged noncompliance in connection with this Section 6.5, and (b) in the absence of willful misconduct or gross negligence on the part of GMC, no claim shall be made by IGI with respect to GMC's alleged noncompliance in connection with this Section 6.
Customer Transition. In order to facilitate the proper payment of invoices and the submission of new orders following the Closing Date, and to provide otherwise for a smooth transition of the Seller’s Business, the Purchaser and the Seller shall cooperate in the introduction of the Purchaser by Seller to customers of the Business, at the Purchaser’s option, and will direct customers to submit new orders for Products and to make payments to the Purchaser for Product shipped after the Closing Date. The Seller acknowledges that it may receive payment of Receivables or accounts receivable of the Purchaser. To the extent that the Seller receives any payments that should have been paid to the Purchaser, the Seller shall promptly (and in any event no later than five (5) Business Days thereafter) pay over to the Purchaser the amount of such payments. For a period of twelve (12) months following the Closing Date, the Seller and its Affiliates shall immediately forward by facsimile to the Purchaser all Product orders received from any customer.
Customer Transition. Upon Closing, the Companies and certain Shareholders will join in signing a letter to the Companies' customers announcing the transfer of the Companies' business to the Buyer, the form of such letter to be mutually satisfactory to such Shareholders, the Companies, and the Buyer. The Companies' marketing representative shall be available to accompany representatives of the Buyer in visiting or otherwise contacting customers of the Companies to discuss the transition of their existing service agreements to the Buyer. In addition, the Shareholders and the Companies' administrator will be available for a period of four (4) months following the Closing Date for a reasonable period of time per month to answer questions regarding such transaction.
Customer Transition. 27 4.14 NRI Contract Terminations............................................................27
Customer Transition. Immediately following the Closing, each of Vita and Omni shall cooperate with each other to do the following:
(a) Within three days of the Closing Date, Omni shall have arranged for automatic call forwarding of all local and toll free telephone calls relating to customer orders for products of the Business, and within thirty days transferred control of such phone numbers to Vita.
(b) Within three days of the Closing Date, Omni shall have arranged for the forwarding of all internet traffic from the web sites and domain names contained in the Transferred Assets to Vita's web site (xxx.xxxxxxxx.xxx).
(c) Within three days after the Closing Date, Omni shall have arranged for the forwarding of all mail-orders for the products of the Business to Vita.
Customer Transition. Lavenir shall use reasonable efforts to transfer its dealer and distributor agreements and accounts to GMI, including but not limited to, assigning any applicable agreements to GMI to the extent assignable, and notifying its dealers and distributors that the Lavenir Division will now offer the Lavenir Products.
Customer Transition. Both CyberOptics and EPC will use commercially reasonable efforts to implement a smooth transition of operations to CyberOptics to the end that any customers of EPC which own any of the Products will experience as little disruption or delay in supply, support or service as is reasonably practicable; provided, however, that (i) in the absence of willful misconduct or gross negligence on EPC's part, no claim shall be made by CyberOptics with respect to EPC's alleged noncompliance under the provisions of this Paragraph, and (ii) in the absence of willful misconduct or gross negligence on the part of CyberOptics, no claim shall be made by EPC with respect to CyberOptics' alleged noncompliance under the provisions of this Paragraph. EPC agrees to notify their dealers and distributors that EPC will no longer offer the Products, and that CyberOptics will now offer the Products. CyberOptics shall assume the support of those customers which have purchased the EPC 6000 product before the Closing Date.
Customer Transition. Although no guarantee can be given as to the number of public sector organisations who will use the MLS Framework Agreement, it is expected that the organisations listed below will each put in place a Call Off contract and transition across to the new arrangements from the commencement of the Framework Agreement. The Supplier must have the capacity within its business and processes to fully meet the Contracting Authority’s requirements from the outset of the Framework Agreement duration. Customer Current Contract Expiry Date Civil Service Learning (on behalf of Civil Service departments) Exit from current contract and transition to new contract shall be phased from July to December 2017. Ministry of Defence 31 July 2017 NHS England 6 August 2017 It is envisaged that, in the initial 12 months after commencement, the CSL Call Off contract shall be the main route used by the Civil Service departments, functions and professions to access learning requirements falling within the scope of this Framework Agreement.
Customer Transition. Each of SSI, GMI and Enterprise will use commercially reasonable efforts to implement a smooth transition of operations to SSI, with the intent that any customers who acquire any Software (including any subsequent derivations thereof) either before or after the Closing Date will experience as little disruption or delay in supply, support or service as is reasonably practicable. Enterprise shall not notify its dealers and distributors that Enterprise will no longer offer the Software, and that the Singlepoint Division will now offer the Software, except at the direction of GMI, in GMI's sole discretion, or with the prior written consent of GMI.
