Initial Set-Up/Transition Sample Clauses

Initial Set-Up/Transition. Prior to the Administrative Transfer Date, GOLDEN STATE will establish its systems functions and processing and educate its personnel so that the performance of the GOLDEN STATE Services may proceed on fully operational basis. IA AMERICAN shall offer reasonable cooperation and assistance to personnel of GOLDEN STATE with respect to this initial set-up and transition. The conversion of policy files to new media or electronic formats (initially or at a later date) may be part of the transition and set-up process. Arrangements for the transfer or forwarding to GOLDEN STATE of telephone calls to the IA AMERICAN from policyholders, claimants, agents and service providers will be implemented (and continued as appropriate).
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Initial Set-Up/Transition. Prior to the Service Commencement Date, the Service Provider will establish its systems functions and processing and educate its personnel so that, on the Service Commencement Date, the performance of the Services may proceed on a fully operational basis. The Company will use commercially reasonable efforts to cooperate with personnel of the Service Provider, including systems, business, actuarial and financial personnel, with respect to this initial set-up and transition. The conversion of paper files and terminated policy records into electronic format, initially or at a later date, may be part of the transition and set-up process. Arrangements for the transfer or forwarding to the Service Provider of telephone calls to the Company from policyholders, claimants, agents and service providers will be implemented, with assignment of phone numbers or utilization of call forwarding so as to expedite the transition of telephone calls to the Service Provider. The Company will provide data extract(s) to the Service Provider in machine-readable form in the Service Provider's pre-determined record format heretofore provided to the Company. If the Service Provider identifies a need for data files, the parties agree to work together to determine the appropriate record format for such data files. The Company understands that multiple data extract re-runs will be required during the Interim Service Period to refresh data and test the data conversion for the transition process. A final data extract(s) as of the close of business on the last Business Day of the Interim Service Period will be provided by 5:00 a.m. central time or earlier on the immediately succeeding day. The Company will provide support in assisting the Service Provider in resolving data extract(s) and product issues during the Interim Service Period.
Sample 1

Related to Initial Set-Up/Transition

  • Lock-Up Period; Agreement In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing such offering of the Company’s securities, each Holder agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company, however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days but subject to such extension or extensions as may be required by the underwriters in order to publish research reports while complying with the Rule 2711 of the National Association of Securities Dealers, Inc.) from the effective date of such registration statement as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial public offering.

  • Transition Period Due to the nature of our purchasing process, the District often requires an existing service provider to continue to provide goods and/or services while the District is in the process of advertising, evaluating, and awarding a contract for the provision of the same goods and/or services in the future. To accommodate this process, the Contractor shall agree to maintain the same terms and conditions set forth in this Agreement for a period up to ninety (90) days after the automatic termination of this Agreement at the end of its term, if requested by the District, as a transition period. In addition, if the Contractor is not the successful bidder for a future solicitation for the same or similar services, he or she shall agree to provide the same goods and/or services provided in this Agreement for a period up to ninety (90) days to allow for an orderly transition to the new provider. The District and the Contractor may mutually agree to a longer transition period.

  • Lock-Up Period Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4.

  • Post Execution Events Upon execution of this Agreement, the following shall be actions shall be accomplished and documents executed and delivered as set forth in Exhibit "C" attached and incorporated by reference.

  • Execution Date This Settlement Agreement shall be deemed executed upon the last date of execution by all of the undersigned.

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