Exit Transition Services Sample Clauses

Exit Transition Services. Prior to termination of any Service and in addition to the Services set forth herein, at Connect LLC’s reasonable request, Change Healthcare shall provide such assistance and transition services as are reasonably required in order to transition such Services to another third-party service provider or to Connect LLC (“Exit Transition Services”). The TSA Steering Committee will review plans for Exit Transition Services prepared jointly by the operations teams of both Parties and approve a proposed timeline for transitioning each of the Services to Connect LLC to new service providers. The parties will use commercially reasonable efforts to ensure that such separation timelines are met. Each Party will provide the other Party in a timely fashion all reasonably relevant information, policies, procedures, methods of operation and other data requested to effect the transition or migration of such Service to Connect LLC or a third party service provider, including but not limited to (i) an electronic copy in the then-current format of all Connect LLC Data that is in Change Healthcare’s possession related to the terminated Service, (ii) a written description of processes and procedures used by Change Healthcare in connection with the provision of such terminated Services to the Connect Business to the extent such descriptions exist, (iii) a written description of all system documentation, architecture diagrams and business process diagrams for the systems, processes and controls used in the Connect Business to the extent such descriptions exist, and (iv) written training and onboarding materials used in the Connect Business to the extent such materials exist. In addition, Change Healthcare will, upon Connect LLC’s reasonable request, promptly make available knowledgeable Change Healthcare personnel for knowledge transfer and discussion with respect to the Services and the processes, procedures and systems used in the provision of the Services. Each Party will use commercially reasonable efforts to obtain consents for services, systems and software required to complete the Exit Transition Services. Upon Connect LLC’s reasonable request, for shared information technology agreements with third-parties which were not included in the Connect Assets where the vendor will, upon request, divide the license, Change Healthcare and Connect LLC shall work together and exercise commercially reasonable efforts to cause the portions of such licensed units that have been primaril...
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Exit Transition Services. If not otherwise addressed in Attachment 2, Statement of Work, the Contractor has the affirmative obligation to provide to the Department, or its designee, all reasonable services necessary for the transfer of knowledge regarding the services and deliverables provided under the Contract (Exit Transition Services) to facilitate the orderly transfer of such services to the Department or its designee. If Exit Transition Services are necessary, such services may continue for up to six (6) months after termination, expiration, or cancellation of the Contract, at no cost to the Department.
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Exit Transition Services. Upon the earlier of six (6) months before the expiration of the Contract or upon any notice of termination of the Contract, the Contractor shall provide transition services (Exit Transition Services) to the Department without regard to the reason for termination, as stated herein. Exit Transition Services shall be provided for up to the period outlined in the Statement of Work during the term and after termination and will be limited to post-contract activities involving knowledge transfer for such services and deliverables and all reasonable termination assistance requested by the Department to facilitate the orderly transfer of such services to the Department or its designees.
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Exit Transition Services. If applicable, Provider must provide to the Department, or its designee, all reasonable services necessary for the transfer of knowledge regarding the services and deliverables provided under the Contract to facilitate the orderly transfer of such services to the Department or its designee. If the Department determines that Exit Transition Services are necessary, such services may continue for up to six months after termination, expiration, or cancellation of the Contract, at no cost to the Department, or as agreed upon by the Parties in writing.
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Exit Transition Services. If at any time the Contract is canceled, terminated, or has expired, or a contract is subsequently executed with a firm other than the Contractor, the Contractor has the affirmative obligation to assist in the smooth transition of Contract services to the subsequent contractor. The Contractor agrees to provide, for up to six (6) months after termination or until the subsequent provider is fully operational, whichever occurs first, all reasonable termination assistance requested by the Department to facilitate the orderly transfer of such services to the Department or its designees. At a minimum, the Contractor agrees to provide to the Department data definitions, table structure, State Data and Shared Data under its control, allowing the Department a smooth transition to in-house or substituting for vendor implementation of similar functionality to that provided by the Contractor. Such termination assistance shall be at no additional charge to the Department if the termination is due to the Contractor default and, if associated with technology services, shall not exceed the Contractor’s current maintenance rates for such services. Such termination assistance will be deemed by the parties to be governed by the terms and conditions of this Contract (notwithstanding its termination) other than any terms or conditions that do not reasonably apply to such termination assistance.
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Exit Transition Services a. The Contractor has the affirmative obligation to provide to the Department, or its designee, all reasonable services necessary for the transfer of knowledge regarding the services and deliverables provided under the Contract and Participation Agreements (Exit Transition Services) to facilitate the orderly transfer of such services to the Department or its designee, along with an exit transition plan. Such services may continue for up to six (6) months after termination, expiration, or cancellation of the Contract, at no cost to the Department or Participants. b. If necessary, the Contractor also commits to extend this Contract for up to six (6) months past what would otherwise be the termination, expiration, or cancellation of the Contract in order to provide the services to Participants until the transition of the services to the Department or its designee are complete. The Department will exercise this option by giving the Contractor written notice to that effect and will use reasonable efforts to provide such notice at least twenty (20) business days before the impending termination, expiration, or cancellation date. For the avoidance of doubt, if such extension occurs, the services described in subsection a., above, may continue for up to six (6) months after the end of the extension period. c. For a period of twelve (12) months after cancellation, termination, or expiration of the Contract, the Contractor shall provide Participants access to their data in a format that is reasonably acceptable and accessible by the Participants.
Sample 1
Exit Transition Services. Upon the earlier of six (6) months before the expiration of the Contract or upon any notice of termination of the Contract, the Contractor shall provide transition services (Exit Transition Services) to the Department without regard to the reason for termination, as stated herein. Exit Transition Services shall be provided for up to one (1) year during the term and after termination and will be limited to post-contract activities involving knowledge transfer for such services and deliverables and all reasonable termination assistance requested by the Department to facilitate the orderly transfer of such services to the Department or its designees. If a contract is subsequently executed with a firm other than the Contractor, the Contractor has the affirmative obligation to assist in the smooth transition of Contract services to the subsequent Contractor. If the termination is not based upon Contractor default, payment shall be made for the work performed prior to the Contract termination date.
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Exit Transition Services 
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Related to Exit Transition Services

  • Acquisition Services (i) Serve as the Company’s investment and financial advisor and provide relevant market research and economic and statistical data in connection with the Company’s assets and investment objectives and policies; (ii) Subject to Section 4 hereof and the investment objectives and policies of the Company: (a) locate, analyze and select potential investments; (b) structure and negotiate the terms and conditions of transactions pursuant to which investments in Properties, Loans and other Permitted Investments will be made; (c) acquire, originate and dispose of Properties, Loans and other Permitted Investments on behalf of the Company; (d) arrange for financing and refinancing and make other changes in the asset or capital structure of investments in Properties, Loans and other Permitted Investments; and (e) enter into leases, service contracts and other agreements for Properties, Loans and other Permitted Investments; (iii) Perform due diligence on prospective investments and create due diligence reports summarizing the results of such work; (iv) Prepare reports regarding prospective investments that include recommendations and supporting documentation necessary for the Directors to evaluate the proposed investments; (v) Obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of contemplated investments of the Company; (vi) Deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the Company’s investments; and (vii) Negotiate and execute approved investments and other transactions, including prepayments, maturities, workouts and other settlements of Loans and other Permitted Investments.

  • Transition Services The Purchasers will provide to the Sellers termination assistance as reasonably requested in order to provide an orderly transition following the termination of the Agreement (or any portion thereof), and the Sellers will provide to the Purchasers reasonable cooperation and assistance in connection therewith. In connection with this transition assistance, the Purchasers and Sellers will reasonably cooperate in the transition of the Services from the Purchasers to any Replacement Provider. With respect to the Serviced Appointments subject to termination, the Sellers shall provide the Purchasers with notice of the effective date (each, a “Transition Effective Date”) of the transition of the Services to a Replacement Provider. Notwithstanding any termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to the Serviced Appointments subject to termination, the rights and obligations of the parties under the Servicing Agreement shall remain in effect until the applicable Transition Effective Date.

  • Consultation Services The company hereby employs the consultant to perform the following services in accordance with the terms and conditions set forth in this agreement: The consultant will consult with the officers and employees of the company concerning matters relating to the management and organization of the company, their financial policies, the terms and conditions of employment, and generally any matter arising out of the business affairs of the company.

  • Disposition Services The Manager shall: (i) evaluate and approve potential asset dispositions, sales, or liquidity transactions; and (ii) structure and negotiate the terms and conditions of transactions pursuant to which the assets of the Company may be sold.

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • Distribution Services 3.1. Distributor will have the right, as agent for the Fund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the Fund’s effective Registration Statement on Form N-2 under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Fund. 3.2. Distributor will also have the right, as agent for the Fund, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement. 3.3. Distributor will also have the right to take, as agent for the Fund, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the Fund shall be the net asset value (“NAV”) of the Shares then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. 3.5. The NAV of the Shares of the Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the Fund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund regarding its activities under this Agreement as reasonably requested by the Board.

  • Education services 1.1 Catholic education is intrinsic to the mission of the Church. It is one means by which the Church fulfils its role in assisting people to discover and embrace the fullness of life in Xxxxxx. Catholic schools offer a broad, comprehensive curriculum imbued with an authentic Catholic understanding of Xxxxxx and his teaching, as well as a lived appreciation of membership of the Catholic Church. Melbourne Archdiocese Catholic Schools Ltd (MACS) governs the operation of MACS schools and owns, governs and operates the School. 1.2 Parents and guardians, as the first educators of their children, enter into a partnership with the Catholic school to promote and support their child’s education. Parents and guardians must assume a responsibility for maintaining this partnership by supporting the school in the provision of education to their children within the scope of School's registration and furthering the spiritual and academic life of their children.

  • Implementation Services Vendor shall provide the Implementation Services, if any, described in Exhibit A. The Services Fees for any Implementation Services shall be described in Exhibit A.

  • Termination Assistance Services Following the termination of this Agreement and/or any Ordering Document, the Parties may agree for Axway to provide transition services pursuant to a duly executed SOW, during which time this Agreement will continue in full force and effect solely to the extent necessary to allow such transition services to be performed. Axway agrees that the costs for any such services shall be comparable to the fees charged to other customers for similar types of services.

  • Data Aggregation Services BA is also permitted to use or disclose information to provide data aggregation services as that term is defined by 45 CFR 164.501, relating to the health care operations of CE.

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