Cutover Sample Clauses

Cutover. Recipient shall be responsible for planning and preparing the transition to its own internal organization or other third-party service providers of the provision of each of the Services provided to it hereunder (the “Cutover”). At Recipient’s request, Provider shall meet with Recipient within ten (10) calendar days following such request to assist Recipient with the initial development of a plan for Cutover (the “Cutover Plan”) and shall provide Recipient with all information reasonably requested by it in connection with the development and implementation of the Cutover Plan. Recipient shall, with Provider’s reasonable assistance, prepare a Cutover Plan with sufficient lead time in order to achieve a timely Cutover. Once the Cutover Plan is prepared, Recipient shall promptly provide Provider a copy of the Cutover Plan, and Provider shall reasonably cooperate and shall use commercially reasonable efforts to cause its third-party vendors to reasonably cooperate, at Recipient’s expense, in a timely implementation of the Cutover Plan.

Cutover. Recipient shall be responsible for planning and preparing the transition to its own internal organization or other third-party service providers of the provision of each of the Services provided to it hereunder (“Cutover”) and within thirty (30) calendar days following the Effective Date, Recipient shall prepare a plan to effectuate such transition with sufficient lead time in order to achieve a timely Cutover (“Cutover Plan”). At Recipient’s request, Provider will reasonably assist Recipient with the initial development of the Cutover Plan, and will provide Recipient with all information reasonably requested by it in connection with the development and implementation of the Cutover Plan. The Cutover Plan shall, among other things, include the following: (i) the phases of migration of the Services from Provider to Recipient (or third-party providers); (ii) milestones, (iii) expected involvement of Provider and (iv) contingencies. The Cutover Plan shall be subject to Provider’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. Once the Cutover Plan has been mutually agreed, Recipient shall use commercially reasonable efforts to implement the Cutover Plan in accordance with the timelines therein. Provider shall reasonably cooperate, and shall use commercially reasonable efforts, to cause its third-party vendors to reasonably cooperate, at Recipient’s expense, in a timely implementation of the Cutover Plan.

Cutover. A cutover coordination plan will be developed as part of the joint design and approval process. At the time of design stage approval, PathNet shall provide a detailed cutover schedule to Texaco. Testing shall occur in a manner and on dates acceptable to Texaco. Texaco shall participate in and manage the cutover process for its allocated channels. PathNet shall allow Texaco a ninety (90) day cutover period during which both the existing analog and new digital systems will be fully functional. The channel cutover period shall end either ninety (90) days after it is commenced or upon written notice from Texaco, whichever may occur first.

Cutover. Cutover and Customer’s acceptance of the Solution is deemed to occur on the earlier of (i) first use of the Services by Customer or (ii) seven (7) days following delivery of the Solution to Customer.

Cutover. “Cut-Over” means the Buyer’s transition to split or new IT systems, processes, services or technology as of Separation to effect the Separation of the GroceryCo and SnackCo Businesses. Supplier will provide post-Separation technical services to Buyer (“Cut-Over Services”) necessary to achieve Cut-Over with the goal that all systems, processes and transactional activity in all locations for both GroceryCo and SnackCo, will have been restarted and are functioning post-Separation, including without limitation all manufacturing, warehousing, transportation, procurement, payables, receivables, financial reporting, and customer service ([ * * * ]). It is expected the Cut-Over will be complete within 4 days of the Project Statement Effective Date (the “Cut-Over Period”).

Cutover. (1) Subject to the following provisions of this Clause 2.2, responsibility for the provision of any Services (other than the Transition Services) shall occur Country by Country when (but not before) all of the following have occurred in relation to the Country in question: (a) where that Country is a Territory: (i) which is a Phase 1 Territory, Phase 1 Completion; or (ii) xxxxx xx x Xxxxx 0 Xxxxxtory, Phase 2 Completion for that Coxxxxx (xxx xxx, xx any event, before Phase 1 Completion); or (b) where that Country is not a Territory, when the Country Conditions for that Country have been satisfied or waived by the Parties, and by BT, and five (5) Business Days have elapsed following such satisfaction or waiver, or such other date as the Parties may agree in writing, but not, in any event, before Phase 1

Cutover. The Contractor shall make all attempts to minimize and eliminate downtime throughout the entire process since the State system handles mission-critic al radio traffic for state and local agencies. Contractor shall provide a detailed implementation and cutover plan per the project schedule that captures the entire console installation effort noting any integration processes requiring console downtime. The cutover plan shall include durations of activities, opportunities f or downtime, planned downtime, roles/responsibilities of involved parties, sequence of events, and fallback strategies in the event of failure.

Cutover. In the event that the County determines, in its sole discretion, at any time during the Transition, that the County, the End Users, any agency, department or subdivision of the County or the quality or continuity of the Services has been materially and adversely affected in any way, or that any such material and adverse effect seems reasonably likely to occur, then the County shall direct Contractor to stop and proceed no further with such transition or portion thereof until such time as Contractor shall have: (i) analyzed the cause of such effect; (ii) developed a reasonable plan for resuming such transition in such a manner as to eliminate or avoid such effect (and any other negative or adverse consequences of such transition; and (iii) received the County’s approval to proceed with such Transition, which approval shall not be unreasonably withheld. Following any resumption of the transition of the Services to Contractor, if the County again determines that a material and adverse effect has occurred, then the process described above in this Section 2.5 shall be repeated. Nothing in this Section 2.5, nor the County’s exercise of its rights, as described above, pursuant to this Section 2.5, shall in any way reduce, limit, or obviate any obligation of Contractor to meet a Transition Milestone or any other schedule, target, completion schedule, or other commitment specified in the Transition Plan or this Agreement. In addition, the County’s exercise of its rights as set forth in this Section 2.5 shall not trigger any additional charges or fees from the Contractor.

Cutover. “Cut-Over” means the Buyer’s transition to split or new IT systems, processes, services or technology as of Separation to effect the Separation of the GroceryCo and SnackCo Businesses. Supplier will provide post-Separation technical services to Buyer (“Cut-Over Services”) necessary to achieve Cut-Over with the goal that all systems, processes and transactional activity in all locations for both GroceryCo and SnackCo, will have been restarted and are functioning post-Separation, including without limitation all manufacturing, warehousing, transportation, procurement, payables, receivables, financial reporting, and customer service ([ * * * ]). It is expected the Cut-Over will be complete within 4 days of the Project Statement Effective Date (the “Cut-Over Period”). CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Cutover. Buyer shall have obtained any access and easement rights necessary, in its reasonable discretion, to provide its cable television service to the MDU Property covered by the Service Agreement to be transferred at such Closing, and such MDU Property shall have been Cutover to Buyer's cable television system.