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.
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 6.5. At the request of GMC, IGI will notify its dealers and distributors that IGI will no longer offer the Exclusive Software, and that GMC will now offer the Exclusive Software; provided, however, that IGI and/or the Transition Team will fill orders for the Exclusive Software on behalf of GMC during the Transition Period.
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, during the ninety (90) day period following the Closing, at the request of the Purchaser, the Purchaser and the Seller (at no out of pocket costs to the Seller) shall reasonably cooperate in the introduction of the Purchaser by Seller to customers of the Business, at the Purchaser’s option, and, including by mailing a joint letter to customers of the Business, 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 at any time after Closing, 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.
Customer Transition. Cypress and the Company will use commercially reasonable efforts to cooperate to transition Cypress NAND customers to the Company. Subject to any restrictions under Applicable Law, this cooperation will include joint meetings with customers as well as communications to customers informing them of the transaction and instructing them to direct orders for NAND products to the Company rather than Cypress. Cypress will also cooperate with the Company to support ongoing relationships with NAND customers, including cooperation between the Company and Cypress’s regional sales teams on NAND opportunities.
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. Provide Buyer with sufficient assistance by Walbro's account manager to effectuate an orderly transition of account management for the current customer base and existing prospects, at no charge, for a period of one year from the Closing Date.
Customer Transition. 1. Seller shall provide all customer records including contracts and rebate information maintained by the Seller to Buyer.
Customer Transition. (a) At the request of XXXXXX, SIEMENS will cooperate to transition the Customers from the current license and support agreements of SIEMENS to XXXXXX license and support agreements as soon as possible and, in any event, no later than upon expiration of the such Customers' current Novius GFS Customer Agreements. It is the intention of both SIEMENS and XXXXXX to use their reasonable best efforts to encourage the Customers to sign XXXXXX license and support agreements directly with XXXXXX, pursuant to which XXXXXX would directly support such Customers under its own terms, and such Customers would contractually agree that SIEMENS' obligations under the Novius GFS Customer Agreements to provide Product Support would end. XXXXXX agrees that any licensing of XXXXXX Products beyond those sublicensed in the Novius GFS Customer Agreements, or upgrades to the Xxxxxx Products sublicensed in the Novius GFS Customer Agreements, shall be accomplished under a direct license agreement between the Customer and XXXXXX.
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. 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.
